UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
|
Preliminary Proxy Statement
|
|
|
☐
|
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
|
☐
|
Definitive Proxy Statement
|
|
|
☐
|
Definitive Additional Materials
|
|
|
☒
|
Soliciting Material Pursuant to § 240.14a-12
|
FORUM MERGER III CORPORATION
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
|
|
☒
|
No fee required.
|
|
|
☐
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
(5)
|
Total fee paid:
|
|
|
☐
|
Fee paid previously with preliminary materials.
|
|
|
☐
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
|
|
|
|
|
(1)
|
Amount previously paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
(3)
(4)
|
Filing Party:
Date Filed:
|
In connection with the previously announced
business combination (the “Business Combination”) between Forum Merger III Corporation (“Forum”) and Electric
Last Mile, Inc. (“ELM”), ELM issued a press release in which ELM provided an update on the number of non-binding pre-orders
it has received for its Urban Delivery class 1 commercial electric vehicle. ELM also announced its intention to begin production
of the Urban Delivery at the Mishawaka, Indiana manufacturing facility by the end of the third quarter of 2021. In addition, in
connection with the proposed Business Combination, an Analyst Day Presentation dated March 2021 will be used with respect to the
proposed Business Combination. Below are copies of the press release and the Analyst Day Presentation, which are being filed herewith
as soliciting material.
Electric Last Mile Provides Update on
Pre-Orders and Start of Production
|
●
|
Pre-orders received for the ELMS Urban Delivery vehicle
surpass 45,000
|
|
●
|
ELMS intends to begin production of the Urban Delivery
by the end of the third quarter of 2021 at the Mishawaka, Indiana manufacturing facility
|
Troy, MI. (March 16, 2021) –
Electric Last Mile, Inc. (“ELMS” or “the Company”), a commercial electric vehicle (“EV”) company
focused on last mile delivery solutions, announced it has received over 45,000 non-binding pre-orders for its Urban Delivery class
1 commercial EV. The Company also announced its intention to begin production of the Urban Delivery at the Mishawaka, Indiana manufacturing
facility by the end of the third quarter of 2021, which would make the Urban Delivery the first class 1 commercial EV officially
available in the U.S. market. As part of its customer process, ELMS will continue working with pre-order customers to finalize
specific duty-cycle requirements and allocation schedules as it seeks to obtain binding purchase orders and as it prepares for
the anticipated start of production later this year. The Company recently announced its plan to acquire the Indiana manufacturing
facility as part of its pending merger with Forum Merger III Corporation (Nasdaq: FIII). Upon closing of the merger transaction,
the combined company will be named Electric Last Mile Solutions, Inc. and the common stock of Electric Last Mile Solutions, Inc.
is expected to be listed on the Nasdaq Capital Market under the new ticker symbol, “ELMS.”
“The interest we have seen for the
Urban Delivery has been overwhelming as fleet managers continue to seek solutions that will reduce their total cost of ownership
and help them to achieve aggressive sustainability targets,” said ELMS Co-Founder and CEO, James Taylor. “Our more
than 45,000 pre-orders reflect the demand for fleet electrification and our value proposition of low-cost, reliable, connected
and customized solutions. We’re excited by the anticipated first-to-market opportunities and thankful for the state of Indiana’s
support as we look to begin production later this year.”
The Urban Delivery is anticipated to have
approximately 150 miles of range, best-in-class cargo volume and a price of $25,000 after federal rebate, giving it a lower expected
total cost of ownership compared to existing gas competitors. ELMS also expects to equip the Urban Delivery with a data and connectivity
suite to maximize fleet efficiency and plans to customize vehicles through its integrated upfitting operations and partnerships.
About Electric Last Mile, Inc.
ELMS is focused on redefining the last
mile with efficient, connected and customizable solutions. ELMS’ first vehicle, the Urban Delivery, is anticipated to be
the first class 1 electric vehicle in the U.S. market. The company is headquartered in Troy, Michigan. For more information, please
visit www.electriclastmile.com.
Forward-Looking Statements
This press release includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Forum Merger III Corporation’s (“Forum”) and ELMS’s actual
results may differ from their expectations, estimates and projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are intended to identify
such forward-looking statements. These forward-looking statements include, without limitation, Forum’s and ELMS’s
expectations with respect to future performance and anticipated financial impacts of the previously announced business
combination of Forum and ELMS (the “business combination”), the satisfaction of the closing conditions to the
business combination, the size, demands and growth potential of the markets for ELMS’s products and ELMS’s
ability to serve those markets, ELMS’s ability to develop innovative products and compete with other companies engaged
in the commercial delivery vehicle industry and/or the electric vehicle industry, ELMS’s ability to attract and retain
customers, the estimated go to market timing and cost for ELMS’s products, the implied valuation of ELMS and the timing
of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected results. Most of these factors are outside
Forum’s and ELMS’s control and are difficult to predict. Factors that may cause such differences include, but are
not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the
agreement and plan of merger (“Merger Agreement”) relating to the business combination or could otherwise cause
the business combination to fail to close; (2) the inability of ELMS to (x) execute the transaction agreements for the
Carveout Transaction (as defined below) that are in form and substance acceptable to Forum (at Forum’s sole
discretion), (y) acquire a leasehold interest or fee simple title to the Indiana manufacturing facility or (z) secure key
intellectual property rights related to its proposed business; (3) the outcome of any legal proceedings that may be
instituted against Forum or ELMS following the announcement of the business combination; (4) the inability to complete the
business combination, including due to failure to obtain approval of the stockholders of Forum or other conditions to closing
in the Merger Agreement; (5) the receipt of an unsolicited offer from another party for an alternative business transaction
that could interfere with the business combination; (6) the inability to obtain the listing of the common stock of the
post-acquisition company on the Nasdaq Stock Market or any alternative national securities exchange following the business
combination; (7) the risk that the announcement and consummation of the business combination disrupts current plans and
operations; (8) the inability to recognize the anticipated benefits of the business combination, which may be affected by,
among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its
key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the
possibility that ELMS may be adversely affected by other economic, business, and/or competitive factors; (12) the impact of
COVID-19 on the combined company’s business; and (13) other risks and uncertainties indicated from time to time in the
proxy statement filed relating to the business combination, including those under the “Risk Factors” section
therein, and in Forum’s other filings with the SEC. Some of these risks and uncertainties may in the future be
amplified by the COVID-19 outbreak and there may be additional risks that Forum and ELMS consider immaterial or which are
unknown. Forum and ELMS caution that the foregoing list of factors is not exclusive. Forum and ELMS caution readers not to
place undue reliance upon any forward-looking statements, which speak only as of the date made. ELMS is currently engaged in
limited operations only and its ability to carry out its business plans and strategies in the future are contingent upon the
closing of the proposed business combination. The consummation of the business combination is subject to, among other
conditions, (i) the execution and effectiveness of transaction agreements by ELMS with SF Motors, Inc. (d/b/a SERES)
(“SERES”), including as contemplated by the term sheet entered into by ELMS and SERES, that are each in form and
substance acceptable to Forum (at Forum’s sole discretion), (ii) the acquisition by ELMS of a leasehold interest or fee
simple title to the Indiana manufacturing facility prior to the business combination, and (iii) the securing by ELMS of key
intellectual property rights related to its proposed business (collectively, the “Carveout Transaction”). All
statements herein regarding ELMS’s anticipated business assume the completion of the Carveout Transaction. Forum and
ELMS do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances
on which any such statement is based.
Important Information About the Business Combination and
Where to Find It
In connection with the proposed business
combination with ELMS, Forum filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (“SEC”)
and intends to file a definitive proxy statement with the SEC. Forum’s stockholders and other interested persons are advised
to read the preliminary proxy statement and any amendments thereto and, when available, the definitive proxy statement, in connection
with Forum’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the
proposed business combination, because these documents contain important information about Forum, ELMS and the proposed business
combination. When available, the definitive proxy statement for the proposed business combination will be mailed to stockholders
of Forum as of a record date to be established for voting on the proposed business combination. Forum’s stockholders may
also obtain a copy of the preliminary proxy statement and the definitive proxy statement, once available, as well as other documents
filed with the SEC by Forum, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Forum
Merger III Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445. The information contained on, or that may
be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of,
this press release.
Participants in the Solicitation
Forum and its directors and executive officers
may be considered participants in the solicitation of proxies with respect to the business combination. Information about the directors
and executive officers of Forum and a description of their interests in Forum are set forth in the preliminary proxy statement,
which was filed on February 16, 2021 with the SEC, and definitive proxy statement, when it is filed with the SEC, in connection
with the proposed business combination. These documents can be obtained free of charge from the sources indicated above.
ELMS and its directors and executive officers
may also be deemed to be participants in the solicitation of proxies from the stockholders of Forum in connection with the business
combination. A list of the names of such directors and executive officers and information regarding their interests in the business
combination are set forth in the preliminary proxy statement, which was filed on February 16, 2021 with the SEC, and definitive
proxy statement, when it is filed with the SEC, in connection with the proposed business combination. These documents can be obtained
free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This
press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
Contacts
elms-svc@sardverb.com
IR@electriclastmile.com
Important Information About the Business
Combination and Where to Find It
In connection with the Business Combination,
Forum filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (“SEC”) and intends
to file a definitive proxy statement with the SEC. Forum’s stockholders and other interested persons are advised to read
the preliminary proxy statement and any amendments thereto and, when available, the definitive proxy statement, in connection with
Forum’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the Business
Combination, because these documents contain important information about Forum, ELM and the Business Combination. When available,
the definitive proxy statement for the Business Combination will be mailed to stockholders of Forum as of a record date to be established
for voting on the Business Combination. Forum’s stockholders may also obtain a copy of the preliminary proxy statement and
the definitive proxy statement, once available, as well as other documents filed with the SEC by Forum, without charge, at the
SEC’s website located at www.sec.gov or by directing a request to: Forum Merger III Corporation, 1615 South Congress Avenue,
Suite 103, Delray Beach, FL 33445.
Participants in the Solicitation
Forum and its directors and executive officers
may be considered participants in the solicitation of proxies with respect to the business combination. Information about the directors
and executive officers of Forum and a description of their interests in Forum are set forth in the preliminary proxy statement,
which was filed on February 16, 2021 with the SEC, and definitive proxy statement, when it is filed with the SEC, in connection
with the proposed business combination. These documents can be obtained free of charge from the sources indicated above. ELM and
its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders
of Forum in connection with the business combination. A list of the names of such directors and executive officers and information
regarding their interests in the business combination are set forth in the preliminary proxy statement, which was filed on February
16, 2021 with the SEC, and definitive proxy statement, when it is filed with the SEC, in connection with the proposed business
combination. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This filing shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This filing shall
also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Forward-Looking Statements
This filing includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act
of 1995. Forum’s and ELM’s actual results may differ from their expectations, estimates and projections and consequently,
you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, Forum’s and ELM’s expectations with respect to future
performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business
Combination, the size, demands and growth potential of the markets for ELM’s products and ELM’s ability to serve those
markets, ELM’s ability to develop innovative products and compete with other companies engaged in the commercial delivery
vehicle industry and/or the electric vehicle industry, ELM’s ability to attract and retain customers, the estimated go to
market timing and cost for ELM’s products, the implied valuation of ELM and the timing of the completion of the Business
Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors are outside Forum’s and ELM’s control and are difficult
to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the agreement and plan of merger (“Merger Agreement”)
relating to the Business Combination or could otherwise cause the Business Combination to fail to close; (2) the inability of ELM
to (x) execute the transaction agreements for the Carveout Transaction (as defined below) that are in form and substance acceptable
to Forum (at Forum’s sole discretion), (y) acquire a leasehold interest or fee simple title to the Indiana manufacturing
facility or (z) secure key intellectual property rights related to its proposed business; (3) the outcome of any legal proceedings
that may be instituted against Forum or ELM following the announcement of the Business Combination; (4) the inability to complete
the Business Combination, including due to failure to obtain approval of the stockholders of Forum or other conditions to closing
in the Merger Agreement; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that
could interfere with the Business Combination; (6) the inability to obtain the listing of the common stock of the post-acquisition
company on the Nasdaq Stock Market or any alternative national securities exchange following the Business Combination; (7) the
risk that the announcement and consummation of the Business Combination disrupts current plans and operations; (8) the inability
to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and
the ability of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the
Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that ELM may be adversely affected by
other economic, business, and/or competitive factors; (12) the impact of COVID-19 on the combined company’s business; and
(13) other risks and uncertainties indicated from time to time in the proxy statement filed relating to the Business Combination,
including those under the “Risk Factors” section therein, and in Forum’s other filings with the SEC. Some of
these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that Forum
and ELM consider immaterial or which are unknown. Forum and ELM caution that the foregoing list of factors is not exclusive. Forum
and ELM caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
ELM is currently engaged in limited operations only and its ability to carry out its business plans and strategies in the future
are contingent upon the closing of the Business Combination. The consummation of the Business Combination is subject to, among
other conditions, (i) the execution and effectiveness of transaction agreements by ELM with SF Motors, Inc. (d/b/a SERES) (“SERES”),
including as contemplated by the term sheet entered into by ELM and SERES, that are each in form and substance acceptable to Forum
(at Forum’s sole discretion), (ii) the acquisition by ELM of a leasehold interest or fee simple title to the Indiana manufacturing
facility prior to the Business Combination, and (iii) the securing by ELM of key intellectual property rights related to its proposed
business (collectively, the “Carveout Transaction”). All statements herein regarding ELM’s anticipated business
assume the completion of the Carveout Transaction. Forum and ELM do not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in
events, conditions or circumstances on which any such statement is based.
Electric Last Mile Solut... (NASDAQ:ELMS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Electric Last Mile Solut... (NASDAQ:ELMS)
Historical Stock Chart
From Apr 2023 to Apr 2024