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:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
Date Filed:
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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 announced its participation
in several upcoming investor events. Below is a copy of the press release, which is being filed herewith as soliciting material.
Electric
Last Mile, Inc. to Participate in Upcoming Investor Conferences
Troy,
MI. (March 2, 2021) – Electric Last Mile, Inc. (“ELMS” or the “Company”), a commercial electric
vehicle company focused on last-mile delivery solutions, today announced its participation in several upcoming investor events:
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Deutsche Bank EV Startups Virtual Bus Tour (March 5, 2021)
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Baird Vehicle Technology and Mobility Conference (March 9-10, 2021)
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Cowen Mobility Disruption Conference (March 11-12, 2021)
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UBS Global Energy Transition Call (March 17, 2021)
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Piper Sandler Commercial EVs Zoom Event (March 19, 2021)
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Evercore ISI EV / New Energy Day (March 23, 2021)
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Colliers Spring Alternative Transportation Conference (March 25-26, 2021)
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Wedbush EV Conference (April 8, 2021)
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Please contact your bank salesperson if
you would like to participate in the events.
The Company has also posted an updated
investor presentation to its website at www.electriclastmile.com.
Electric Last Mile, Inc. has previously
announced a definitive merger agreement with Forum Merger III Corporation (NASDAQ: FIII). Upon the closing of the transaction,
the combined company will be named Electric Last Mile Solutions, Inc. and will continue to be listed on the Nasdaq Capital Market
under the new ticker symbol, “ELMS.”
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.
About Electric Last Mile, Inc.
ELMS is focused on redefining the last
mile with efficient, customizable and sustainable 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.
About Forum Merger III Corporation
Forum Merger III Corporation (NASDAQ: FIII,
FIIIU, FIIIW) is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses. Forum’s mandate is to consider
an initial business combination target in any business or industry and it focused its search on companies with an aggregate enterprise
value of approximately $500 million to $2 billion that are based in the United States. Forum is led by Co-Chief Executive Officers
Marshall Kiev and David Boris.
Contacts
Press: Media@electriclastmile.com
Investors: IR@electriclastmile.com
The following communications were shared by ELM on its Twitter,
Facebook, LinkedIn and Instagram pages on March 2, 2021:
#ELMS is excited to announce that we will be participating in
an excellent selection of Investor Conferences in the next 60+ days. Please see the release for the full list.
#Investorconference
Additional Information
This communication is being made in connection
with the proposed business combination (the “business combination”) involving Electric Last Mile, Inc. (“ELMS”)
and Forum Merger III Corporation (“Forum”). In connection with the proposed 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 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 communication is not incorporated by reference into, and is not a part of, this communication.
No Offer or Solicitation
This communication shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This
communication 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.
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.
Forward-Looking Statements
This communication includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act
of 1995. Forum’s 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 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 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.
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