SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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
Payment of Filing Fee (Check the appropriate box):
||Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
Title of each class of securities to which transaction
Aggregate number of securities to which transaction applies:
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):
Proposed maximum aggregate value of transaction:
paid previously with preliminary materials.
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
Amount previously paid:
Form, Schedule or Registration Statement No.:
In connection with the previously announced business combination
(the “business combination”) between Forum Merger III Corporation
(“Forum”) and Electric Last Mile, Inc. (“ELM”), James Taylor, Chief
Executive Officer of ELM, Jason Luo, Executive Chairman of ELM, and
David Boris, Co-Chief Executive Officer and Chief Financial Officer
of Forum, participated in an ICR de-spac webinar moderated by
Daniel Ives on June 9, 2021. Below is a copy of the transcript of
that webinar, which is being filed herewith as soliciting
Transcript of ICR de-spac webinar moderated by Daniel Ives on
June 9, 2021:
Good morning. Thank you for joining us for the ICR De-SPAC webinar
featuring Electric Last Mile, hosted by Dan Ives. We're pleased to
have ELM's co-founder and executive chairman, Jason Luo; co-founder
and CEO, James Taylor; Forum Merger III co-CEO, David Boris; and
Wedbush managing director and technology analyst, Dan Ives. The
event is one hour and will include a 45-minute discussion with the
ELMS management team and Dan, followed by 15 minutes of Q and A
from the audience. Please submit your questions online.
Before we begin, I would like to briefly introduce the panelists.
Before founding ELMs with Jim, Jason was previously president and
CEO of Key Safety Systems, chairman and CEO for China. And prior to
founding ELMS, Jim was at GM for 30 years, including president of
Cadillac and CEO of Hummer. Jim was also the former chairman and
CEO of Workhorse. David Boris is co-CEO of Forum Merger III. He's
sponsored many SPAC transactions and previously worked on Wall
Street. And of course, Dan Ives has been an analyst for more than
two decades and is known as a thought leader on the technology and
EV space with this forward-looking research.
With that, we look forward to the discussion and I'll turn it over
Yeah, thanks. Great to be here and host today's event. It's great
to be here with Jim, Jason, and David and thanks, Ashish.
To the team, let's start off with where you are in the merger
process, shareholder vote proxy, just give everyone that's watching
maybe an update on where we are from a timing perspective.
Happy to do it. So-
All right. A little bit of a muting issue. Our merger proxy is
effective at the SCC. Our shareholder meeting to vote on the merger
has been set for June 24th and we're now starting what everybody
lovingly refers to as the "De-SPACing" process, so we're very happy
to be out telling the story of ELMS now. But we do encourage all
shareholders, as soon as you receive your proxy materials, either
the hard copies or the electronic distribution from your brokerage
firm to please vote. And if you have any questions, there will be
contact information on there for [Morrow 00:03:11], our proxy
solicitor who can assist you in voting.
Great. So Jim and Jason, look. Obviously EV, that there's many
vendors [attacking 00:03:22] in all different areas. But just talk
about your market position, the white space in class one. And let's
dive into that differentiation of ELMS from both of your
perspectives, given the decades and decades that you both have from
the auto industry.
Okay. Jason can kick off and, I'll leave it to you and then I'll
take the next round.
Yeah, no problem. Thank you, Dan, for the opportunity to talk to
you in real time. Actually, everybody's asked me the question, "Why
did you guys start with the cost block?" But if you think about it,
this is a very unique space for the cost one as a start point. In
the EV market today, there is no EV for the cost point of view that
exists in the US. What you have here really is a smaller, I call it
a van, a cross van, and you carry both passenger and also you come
to the, I couldn't deliver that, which mean near Ford transit
connect and the former Chrysler ProMaster City and the Nissan
NV200. And very interestingly, three weeks ago, pretty much comes
to majority of the market share, and they were all produced outside
United States and the pricing around 25,000 to 30,000 dollars.
The issue for those vehicles, they really not served the purpose to
be affordable, capable deliver vehicle for the customer, which was
even more space. Especially in today's environment, you need space
for more pizza box, for the delivery for the, we'll work with a
company in the utility space. They want to put more parts there.
For other things, they need space. So that's how it got us
thinking, "How can we serve our customers, not just to promote a
UV? Where do we start?" That's why we entered into the cost one
space and I think in the cost one space, customers in my view want
to have a UV and want to have the space for them to be unique, to
deliver what they want to do.
So for the last couple of months, we have been engaged with
different customers. Jim can talk more, but from the largest guy in
the country, like FIVE X, like Cox Automotive, like [Rivian
00:06:06] up to [Red Bull 00:06:06] up to everybody. So very good
feedback on this space. What do we like to do? And that's why we
have good pre-order and we have consulted orders coming. What we
are really looking at here, Dan, is not just the provider. We're
also looking at how to engineer a product reliable and which is
electric, their emission. Also, we're teamed up with upfitter guys
to customize a vehicle in our factory to provide a solution to help
the customer, to serve their customers better, and also help them
to achieve the best of TCO, total cost and, of course, reliable
solutions. That's why we're entering this space.
So far, we're very happy up to this point. You could [have white
00:07:08] space, you are exactly right. If you're looking out
there, only Canoo is talking about by 2023 to bring it, I call it
something close to this ban. By the next 24 months, we are the only
guys going into this space.
I think, Dan, that just to go back to, you said that a lot of EVs
are being announced. But as you know, at the rest of the space,
ours is white. There's a lot of other competitors, but I just want
to mention that, ironically, it's ironic that it's almost coming
midstream here. I don't want to say last, but this is a perfect
space for electric vehicles.
As we transition from the last field-driven propulsions into this
next era, I think that the duty cycle of these vehicles. That's
classic ones specifically, where we're going into this white space.
It's a perfect application - you have very short distances, the
average vehicle in this space, depending on the duty cycle and the
end pace, of course, but around 40 to 50 miles a day, so you don't
need very much range. You don't need very much range, you don't
need a really big battery that costs a lot of money that makes the
vehicle too expensive. So ironically, it's coming in the
transition, it should have maybe been one of the very first
applications of electric vehicles because of this use and given
that they are, in our case, commercial applications, again, those
vehicles, the majority that come back to a depot or a warehouse or
a home unit at night, allowing them to be charged. So it's an
excellent application for electrification.
And Jim, to that point and Jason, the [inaudible 00:08:43] channel
too, but the solution set and the differentiated business model, it
seems like that's really, as you're talking to customers and
obviously, you guys have had a lot of success in terms of the
pipeline, in the decades that you've been in the Detroit auto
industry, of course, Jason, throughout Asia and China, as well, how
is that sort of [sheet 00:09:07] division? Because you could have
gone at this any which way, but obviously you were first mover
advantage, went after Mark, I think, maybe many others dismissed
and now it's really you've seen this massive demand. Why don't you
hit on that in terms of that business model and even those
conversations with the customer? Customer comes into the factory in
Indiana, what are those conversations like?
Right. Yep. So think about this. There's a couple of things here.
If you think about the traditional ways of working in the business,
we're leaving the ice age. And if you look at it, really the
customer focus on is to where they need to make the money. Trucks,
SUVS, higher price passenger vehicles. If you're looking at the
cost one, cost two [equal to 00:10:08] cross one space, there is no
sure play focus on deliver, which e-commerce explosive today. They
change the life, change the way how they're doing business. And on
the other side, whatever traditional [methodology 00:10:26] for the
automaker is making as a passenger carrying van. You take seats
out, you put in space, that's how you do the deliver. It's not a
purpose [inaudible 00:10:40].
So to me, never have that. I call it real [deliverable 00:10:46]
exist. When I was experiencing in Asia and when I saw explosive
pros on the e-commerce, I do say the purpose builds electric van to
deliver. Very popular when compared with a lot of the US side. We
always has, "Oh, I got a van. I carry five passengers, seven
passengers, nine passengers. Also, I have space if I take all the
seats for that." Well, in Asia, they build for just the delivery.
So when I learned that, why come back? I had a lot of discussions
with the customer, of course with Jim, everyone was like, "Okay,
that's what they're looking for." That's why we see this trend pick
Another thing, we're just as surprise to us, too, Dan. Just like a
couple universities we're engaged in right now. For example, your
university and [merchant, Dan, 00:11:45] has over 300 vehicles
inside their campus, from the bigger golf car to the trucks.
They're just running, running in the cameras. And as they want,
they cite as a clear goal for ESG. Of course, but also is a big
issue for me, even managing those vehicles on the maintenance. So
as Jim said, is a perfect duty cycle for EV. Not now, as we are
engaged with those customers, we just found that there's a huge
market in there. Never been safe, repurposed, saved from the
The other thing I'd piggyback on that, Jason, that from our
complimentary duo here is that this industry in this particular
niche is very fragmented, Dan. So I think of what are the OEMs do,
what's their main business model? Make metal and put it up the back
door. You get paid when the vehicle leaves the assembly plant, then
it's on its way to the dealership. And I wouldn't say you're done
because there's customer care and aftercare [mourning 00:12:50],
but in essence, that's the business model. In this commercial
space, at the customer level, working backwards that they aren't,
that isn't enough. They need the upfitting package for their
specific use case and they also need a very complete data suite to
manage their vehicles. And so the differentiated business model
that we're putting together is, instead of just here's the metal,
now take it away, it's up to you.
We're integrating all of the data suites that the customer expects
and also, all of the upfitting to their specific use cases and, of
course, the metal. So when we go to the customer, really offering
them a very unique, customized individual solution, over time what
we see is going to happen as we talked to more and more customers
in a vertical, there's probably an ideal cable car that all the
cable guys could use. You don't have to have a separate one for
Verizon and [AT&T 00:13:40]. There could be a standard delivery
vehicle that everybody could use in each of the verticals we're
talking about. For short term, that's why we have it in our name,
Electric Miles Solutions. It's that our approach is to give,
basically a complete turnkey solution to the customers, not just
the truck and the rest of it's up to them.
Another thing I like to just sum up what Jim said. Why EV from the
manufacturer's side? The EV manufacturer is different from the ICU.
ICU sing about traditionalists start from stamping other parts
coming, powertrain and how many parts put together. For EV, you've
got a box on the top. Bottom, you got the powertrain and your
number of parts are much, much more reduced, or you will be working
with a different way on the high voltage parts on the software, all
those things spoke put it together. So you need a more flexible
workforce and you don't need a lot of space literally, compared
with a traditional one on the assembly line. That's one of the
reasons we picked up the EV enterprise, because you don't need a
lot of people because you have less work to do.
And also you need a workforce very flexible to dealing with a
different complexity of the customization. And another thing, as
Jim talked about the vertical side, this is another thing where we
see everybody talking about smart mobility, talk about technology.
With a single passenger car, like Tesla today, how many data is
collected? How you interface with a driver? On a commercial space,
people just talk about fleet management. But you think about the
owner today, they need data, they need a customized solution. And
also, they put it together, you give them the vehicle. So with
ELMS, what we are going to do is get as a reliable, I call it a
box, I call it a UV. In the meantime, we could customize to what a
customer would like to have and delivered. And also, we are also
going to have data package work with them so they can use those
data, right data, to get their business.
PART 1 OF 4 ENDS [00:16:04]
Right thing is-
...is their business.
So, kind of work in general.
And to that point, I do think... Let's just spend a few minutes on
the factory. I mean, of course Hummer, the former Hummer factory,
Jimmy, you know it well. I think it's maybe a bit under appreciated
how important this factory build-out is, not just from a capacity
perspective, hit the ground running, but even just the more modular
nature of really the [alums 00:16:36] business model. Can you just
hit on that? Why is that so important in terms of this sort of
factory build-out, and obviously ready to hit the ground
Okay. [inaudible 00:16:46] Tim. [inaudible 00:16:46] Hummer. So
this factory, when the Chinese company bought from the MGM zeal
regional planning to launch their SUV on, does this spend $20, $30
million to you call it, electrify the factory, to be ready for
electric vehicle. So a lot of changes has been done. This is what
On the other side, which Jim [inaudible 00:17:19] was the company,
the manufacturer there, they are very good with dealing with a
different vehicle. They are from Hummer, Mercedes Benz, Right,
different car [inaudible 00:17:34]. So they are very flexible
dealing with the manufacturing process, right? Not just a one
single process or building, [inaudible 00:17:43] so they are there,
they are very good with complexity.
I also gave the, of course, there's a culture in the old car,
Indiana, right, in [inaudible 00:17:54] , that area, you see the,
how many guys have [inaudible 00:17:56] and coaches, different
So the culture is there. That's why we're we love it. So I'll give
it back to Jim.
Yeah. Obviously I'm a little prejudice as I go back 20 years with
this plant from the initial time that it was built to make the
first Hummers, and made hundreds of thousands of vehicles there
over two years. During the Hummer time, again, we had an excellent
success with the plant the workers, the work ethic. As Jason
mentioned, it's in the heart of corn country there, but an
outstanding workforce, very dedicated, flexible as Jason said.
But then as Hummer, unfortunately, the brand was closed down. And
they, at least for a while, they switched gears, they made Mercedes
for a while. Obviously very high quality expectations from the
Mercedes organization to build vehicles for them, and then switched
again to make a really unique purpose-built vehicle again for, for
[inaudible 00:18:51] transport and things.
So they've over time demonstrated there at [inaudible 00:18:56],
you know, up and down, up and down and come back and done
outstanding work. So obviously they're very excited, the state of
Indiana. We met with the governor last week and this staff, all the
way down to the city of course, getting all the people back into
that plant, then starting to make vehicles again.
And the one thing I like to, you know, I didn't [inaudible
00:19:14] use, they need staff, you know, you really got to train
how to build the electric vehicle, how to handle the electric
vehicle. Even, we have the area planning for potential battery pack
localization. All those things [inaudible 00:19:32] from the last
to year or two.
I think that Dan, I mean, we're talking to you and we're an
investor type presentation here. So let's switch to money for a
second again. If you go to start a brand new plant, which many new
entrance to this country do as they come over from overseas,
Japanese, new plants, Koreans, new plants, but even German, new
plants and adding capacity, that's pretty expensive.
You're up in the hundreds of millions, five, six, $7 million,
depending on the size of these plants. Another big advantage is,
having purchased this plant on the market from, in general,
initially as the Chinese did. And then after their investment than
us being able to buy it back from them, you know, we're just paying
$145 million for the plant in our rural business. That's an
extremely low cost compared to the alternative in time and in
money. We also think we've got a plant for an excellent price as
part of our overall business.
Then, or you can see next week, initial lunch. We only need about
$6 million dollar change for the testing and the light tester, you
know, the functions, the fixture, and
whatever on the line, to allow us two months the vehicle. Only $6
million list of station by station lined up because a lot of things
Let's move over. [crosstalk 00:20:55] Cause Jim, it's almost like
you benefited from all those investments over the years that now
will benefit the [inaudible 00:21:02] model.
Well then it'll maybe reinforce two points. One is that again from
the day this plan was built 20 years ago, it was a contract
manufacturing plant. As Jason said, this wasn't built to make one
vehicle by one assembly, you know, assemble one vehicle for one
company that was dedicated their processes. It was set up to be
flexible from day one. So as it cycled through each of these three
other vehicles, when it comes to now make ours, there's not a lot
of changes required, and the investment was already made to adapt
the stations that are using for electrification.
So you think again, if you looked at the amount of money and these
are just facts, but they're relevant comparisons that the Rubian
spent to adapt the plant as they bought it, or astound spent adapt
the plant, we have very, very small investments.
As Jason said less than 5 million to go to launch is incredible.
That's part of our, I'd say our secret sauce, you asked at the very
beginning. What's the advantage of having two guys like us with a
lot of scars on our back? We've seen plants that have cost
exorbitant amounts of money to retool and change over, seeing the
cost of new plants be built all over the world. We put together our
story here, going back a long time. A year, now at least two years
and said, how can we get a business formula that doesn't require
the billions of dollars it normally takes to stand up a car
company, and having been involved in one that went bankrupt. And
then another one that was bankrupt before I got there, you can
simply run out of cash this in this business, no matter how big you
So we have a really unique business model buying an existing plant,
to drop the capital requirements there, and then getting a hardware
from an OEM that's already existing. So all the tooling has taken
in place that [inaudible 00:22:39] supplier tooling as well, the
implant tooling, all of the testing, the durability. Those are
hundreds of millions of dollars that a normal program has to spend
to get to the starting line, those have been spent. So our capital
requirement here to stand up this business, again, it's very low
because we just have to do all the adaptation and unique
alterations to the U.S market. So overall, or our entire kind of
standup, the company capital requirements to centered $60 million,
in auto terms, that's very, very low.
Great, super insightful. So what's your thought about, you know, in
this backdrop green tidal wave, and obviously there's going to be
seen a lot of shifts, especially with the Biden plan and bought
more incentives, to talk about from a customer perspective. How the
conversations have changed today receiving six months ago, a year
ago, especially just given a much different climate from an EB
Yes, yes. Let me go even further and we mentioned the
introductions, that was one of the original startup partners that
workhorse. So let's go back seven or eight years and say, we'll do
a fleet manager and said, I'm sure you want to go green, don't you?
Yeah. Great idea. Now, how much is it going to cost me? Well, your
normal vehicle will cost 60,000, but for mere $90,000, you can have
one of ours. And by the way, if you run the payback, because these
are cheaper to operate in five or six years, you'll get your money
back. That's a tough sell, right?
So fast forward now with the economics of the industry, you know,
much higher, the scale, the battery pricing coming down, etcetera.
In our proposition, we can go to the customer and say, how would
you like to say equal, equal price?
You pay 25. Now you've paid 25 with ours net at the $7,500.
Completely different business proposition. Yeah. These aren't
calling irrational consumers that are buying cars like you and I as
individuals. And you're allowed to decide to pay a premium for your
BMW, for your Tesla. That's up to you, but in a business to decide
that they have premium, that's costing your company money.
So most of these fleets have been pretty reluctant to take that
transition, if it was going to cost them more money. So one thing
is just that change in dynamics that now it's a savings. It's not
an on cost for them. The second is, is them again, let's say
conservative business owners, watching what you just said, This
whole industry transition very, very quickly. So they've been in a
bit of a wait and see mode to see when is it kind of safe to jump
in the pool because they didn't want to be too early
Adopters, spend a lot of time. And as Jason mentioned, liability is
one of the most important things for fleets. So they wanted to be
kind of sure that this industry was ready for mainstream use of
commercial. It certainly has now with the development that's gone
on with prior vehicles. And so there's a lot of interest, but the
timing is finally right.
The economics is right. And also the supply side, there just
weren't that many places that you can buy these. Companies like
ours are coming to market and others that you're aware of to bring
them to the table, to feed that. The big OEMs have jumped in, you
know, full-scale for in GM's in.
So they see all that backdrop and government support. And also, as
Jason mentioned, I don't want to reemphasize that the ESG goals
that are coming down from above, especially in larger and public
companies are very aggressive and many announcements that you're
aware of. The NetZero carbon goals that aren't very far out in a
few years, four or five years from now, it's almost mandates them
to jump in.
They've got to go find these solutions. So what we're hearing is
the fleets that maybe typically with, you know, keep their hardware
from a cost depreciation standpoint, six, seven years, and then
turn them over at that kind of a rate. All of a sudden, are jumping
into that replacement cycle and saying, look, I'm going to replace
my gas vehicles, much, much earlier than I typically would have and
at a much higher rate to take advantage of the economics, but also
to meet my ESG goals.
And of course there's the whole public imaging part of this as they
see it, their consumer base, not just the economics inside, but on
the reception to their brand. You mentioned yesterday, we had Red
Bull at the plant, they were very interested in getting into this
and you'd say, it's a marketing move. In a lot of cases that the
brand and the company has seen as progressive, as understanding the
future. It's good to have tailwinds, not headwinds, and certainly
the Biden Administration where they're going with a potential
addition of another $5,000 of incentives, depending on other
conditions, made in America and the union labor force.
Not sure if that'll go through, but a lot of the other mandates of
government fleets, having the turnover's state of California
issuing their vouchers to data, try to transition their commercial
fleets much faster. And there's examples, so many of these
examples, that we're running to and the different verticals.
We're seeing everything all the way from the very, very large
delivery companies that you know all the names of that are
interested, all the way down to the plumbers with five vehicles.
We've got trials going on across the board, as I mentioned in
almost all of those different verticals. Every week with our teams
on the road with the trailer and showing the van to different stops
either at our plant or in their locations to have them actually use
them. One sort of fascinating part, just a business element of
FedEx is they have like 7,500 of these local icon franchise
Their actual names are DSPs, but they own a zone and they own a zip
code. They own a route, you know, and some of these owners can have
10 or 20 routes, but that's how FedEx sells off their individual
little business units. Those are all private business owners that
can buy whatever hardware they want, execute their deliveries in
And so we've been talking.. A lot of them, again, are extremely
interested as private business people not going to FedEx too, but
each of these individual business owners have the ability to buy
their own hardware and they've tested the vehicles and are also
So, wide set of use cases. Jason mentioned again, these huge
campuses, universities, airports, that are all, you know... We sit
in the airplanes, were talking about earlier, and look out the
window, all those vehicles that are shuttling things all over an
airport, all these various companies. I think have very high desire
to move to electrification. There just hasn't been the supply side
or the financials to make it work. And now I think they do.
[inaudible 00:29:05] pre-orders, I mean, we've seen pre-orders ran
and improved pretty impressively. I mean, it's one you just made
maybe a highlight where you are from pre-order activity pipeline. I
guess, I would just finally ask, is it still heavy push or we're
starting to become even more of a pull model, as you're talking
about across some of fleets?
Yeah, our pre-order I think it's, it's worth again, re clarifying
to everybody, you know, what the definition of pre-orders are. And
I use a lot of different English translations to make sure there's
no misunderstanding. Hand-raisers, reservations, kind of like a
hotel, you'd call and make a hotel reservation, but you can cancel
it if you want, they're non-binding, expressions of interest.
All those are similar. Really to make this simple, Dan, is last
fall when we had our product plan put together, we do the
specifications of our vehicle. We started approaching all these
various verticals, as I mentioned, and it's really kind of a quick
and simple question. I've got a 180 cubic feet of area space. It's
going to go 150 miles of range. It's going to be about 32,000, so
net 25, now, are you interested in converting your fleet to
And so that's how we immediately were able to get our initial
pre-order bank of 30,000 vehicles very, very quickly because the
answer almost unanimously was, "yes, put me down". You know, again,
put me down for a hundred, for 500, for 5,000, there were various
quantities, but the interest very, very high. And then as we had
more exposure and it started having more opportunities for people
to be aware of, more time for our sales guys to contact more
customers, then that also bumped up to 45,000. We've also announced
as part of our whole ecosystem,
our initial large dealer, Randy Marian, down in the Southeast, and
he's GM's largest commercial dealer and one of Ford's largest as
well, and he's sort of demanding. And has given us contract
commitments, he wants the first 6,000. I've called it substantially
all of our initial production, because he's, again very, very
confident in this market based on face-to-face contact with many of
the large fleets he deals with every day.
So we've kind of, to be honest, sort of stopped the pre-orders at
that 45,000. Knowing that our initial year's production next year
is around 20,000 ish is what we have in our plan. We don't want to
get too far ahead of ourselves where the pre-orders are so far in
excess of our operating plan, that we won't be able to give them
some allocations. So at this stage, I think also importantly, Dan,
is there's a series of steps that need to go through just to
restate it. This is a serious business decision for the customers,
and so initially it's, I'm interested, put me down next is, and I
come to your plant, which we have tours almost every week now that
the COVID lifting of the potential customers. And then it's, can I
drive the vehicle, obviously? So we need to go through this series
of steps, then it...
PART 2 OF 4 ENDS [00:32:04]
I drive the vehicle, obviously. So we need to go through this
series of steps. Then it's, "Okay. Let's finalize the pricing.
Let's finalize the outfitting specifications," because again, we're
providing the full turnkey solution. "Let's finalize the data
solution." So our engineering and sales team have to get with the
customers to nail that down and then finalize the allocation, the
So it's a series of steps. It isn't just one event like you buying
a passenger car, you go to the dealer and say, "Okay. I'll take the
blue one." It's much more complicated series of steps. So we expect
sometime this summer as our product matures, we get some of the
engineering testing and mandatory compliance things that finalized,
then those will shift much more to confirm POs with allocated time
slots and allocated production schedules and things like that.
Yeah. And Jason, why don't you maybe hit... I mean, Jim hits on the
point, but from a business model perspective, it's not just
quantity. It's quality. It's making sure that as you build this
out, you do it the right way in terms of this long-term business
model. I mean, on the other hand, right... If you wanted to, you
can just get that pre-order off as much as you wanted, but you
know... I mean, I don't want to put words in your mouth. But based
on your experience, you want to make sure that you're filling these
orders to a point that you're going to see more and more orders.
Right? This is not just a one year.
It's a three, five, ten, fifteen year mo... Could you just hit on
Yes. No problem, Dan. I come from a safety engineering background.
I ran one of the largest safety company for many years. Of course,
OEM side, too. And one of the things for automotive businesses,
it's a thousand parts you put together. Right? You got to go
through the necessary testing, engineering specification. Right?
Make sure you get the right product. Can last for many, many years.
And that's what... We know how to do it. So as we are... go through
this process, you've got a push pull. Now we're more like a pull
push. Looking at it, say, "Okay. I'm launching September," which
already announced. "And, by the way, other guys right now want to
[inaudible 00:34:14] purchase order to us." We're like, "Okay. I
want to go simple first." We identified different level of the
complexity of the vehicle. Right?
So some is the vehicle you're going to be... Used at the airport.
So you don't need a lot of safety features. So we go first. And
some of the vehicle... Going to go through a lot of change. Like, I
have the [inaudible 00:34:42] vehicle downstairs here and the
people have high demand.
Wait, that's next year for sure. Because you're going to [inaudible
00:34:52] the actual power and you're going to be doing more
testing. Even it's already built, we're going to make a change. And
some of the vehicle, will go through the vehicle [inaudible
00:35:07] testing. Then just as engineer, we already did a street
batch [inaudible 00:35:13] testing already. Crush vehicle, real
vehicle. So this is last year, January [inaudible 00:35:23] May. So
out of 41 tests to 40 [inaudible 00:35:27] whole vehicle, we pretty
much confident we got all of the solutions. But still with that,
we're going to say, "Okay, the more easy one go first. The harder
one, we give the order to the customer later. Allow us has time
[inaudible 00:35:43] to make sure we have enough time to get things
done. So that's how we... staging our vehicle launch process. Is
that... Make sense to you?
Yeah, that's great. Because I think also it seems like... You know
what I mean, based on your experience, too many times, you've been
through launches or you've had to make those tough calls to
customers, where there's [crosstalk 00:36:06] delays or... And the
goal is not... To be making the happy calls. And that's why as
you're building this, you're building [crosstalk 00:36:13]
Exactly. And Dan, I like your question. Because definitely in the
industry, you always prepare... You're going to make some mistakes.
You are not going to hit the target hundred percent. Right? So you
got to have always backup plan. If something wrong, what are you
going to do? Right? You know, the testing did not pass. What are
you going to? Your supplier has a issue. What are you going to do?
Your manufacturer process has something. What are you going to
So we've enjoyed... Maybe it's a good thing for us be paranoid of
those things. And then when we develop the product, always you have
a Plan B, Plan A on how you make sure those things can be done. And
also, I always say start from the... something worked. And adding
the complexity on the top of that, that's how we're launching our
Yeah. And really, as you built the team... [inaudible 00:37:14]
your executive team speaks for itself. Right? Maybe you'd want to
highlight some. But their experience throughout the industry is
they've come to ELMS... It also seems that that experience, even
when we navigate... Call it chip shortage or more supplier
relationships or partner relationships, can you maybe just talk
about why that's so important in terms of as you've built that
team? Not just of course with you two, but the broader Elms team
and how important that... And even maybe now in this chip shortage,
seems like you've been a little more Teflon-like then some other
So, the thing of the supplier shortages... One thing I was joking,
everyone is now talking about chip shortage. Don't forget that when
the... 2011, when the earthquake hit Japan... Actually, I was in
Japan... Because that caused a lot of problems, too. Right? So
these things just happened.
So as we built our organization, one of the very important criteria
is to have the right people in the right seats so they know what
they're doing. So in our model... So I cultivate people we bring
into the organization. Make sure that they not just have
experience, also the expert on each area. So for example, you're
talking about chip shortage today. We are actually... For our
vehicle, we are working with a couple of vehicles sources to get
parts. So this way we can change. We can work with them. You know
what I'm saying? For the supplier. So this way I don't have to rely
on one guy.
So let's say today, I have a chip on the BMS. What other
alternative for those chips? We already mapped out those kind of
stuff. So even we are not affected as a lot of other companies
because our vehicle relatively is simpler. Is not... have the high
computing power, autonomous drive, all those kinds of stuff. But we
also make sure we have alternatives in the place so we can work
with that. So.
Yeah. And Jason, why don't you just hit on... Of course, I've seen
it throughout covering industry over the decade. China, Asia, well
ahead. Right? In terms of where U.S., Europe is on the EV
landscape. Can you be just maybe talk about... You've spent so much
time within the Asia food chain from an EV and auto perspective.
Just taking that either secret sauce or scars or things that you
loved or things you hated that you don't want to bring, and now
you've taken it here to the business model. Can you just maybe talk
Yeah. [crosstalk 00:40:11].
And why that's so important?
So you think about here today in the U.S., the vehicle... for the
EV is less than 2%, something around there. Right? You think about
China, last five, ten years, they are... developed the largest EV
market. Right? Produced a lot of EVs. They went through the
[inaudible 00:40:31] the developments for the EV. So let's say... I
still view it on the passenger side, Tesla is best. But on the
commercial delivery vehicle side, the [inaudible 00:40:43]
definitely is very good. The reason is you've got to start from
the... They got a big... Let's say, every manufacturer likes seeing
[inaudible 00:40:56]. And they have a lot of good suppliers for the
motors, for the EV components. And the important thing is those
company has been putting their parts on the vehicle for years. So
the reliability, the quality... A lot of thing has been proofed,
has been tested. Right? So for me, that's very critical for the
[inaudible 00:41:23] vehicle.
So the supply chain, to me is very critic... Very how do you say?
Mature from a EV standpoint, in my view. Because they can have
chips. Right? Most of the chips i come from Asia. Because they...
People don't forget is I would say that batteries, the car
electronics parts and motors, all those EV related... even charge
stations, a lot of things, a lot of basic stuff, they've been there
for years. So when we look at it the space, we did a lot of deep
diving into how their quality testing specification compare with
U.S. Right? How their use cases... What are the cost base? All
those kind of stuff. So that's how we [inaudible 00:42:15] a lot of
parts from there. [inaudible 00:42:18].
Another aspect, Dan... I'll tee Jason up a little bit, here. But
it's well recorded that... Let me just describe it so that you
understand what I'm referring to. You go back to our kind of
beginning of time... And I won't bring you into that. We have
watched the Japanese come here to this country and systematically
attacked from the bottom up and take over the whole small car
market. We made, in my case, fatal attempts to try to defend our
turf in that area with Saturn at General Motors. But eventually,
they had a mission. And they were going to come in and with their
cost position and their focus, and take a little bit here, a little
bit here. Then you wake up, how many years later? 30 years later.
And, "Oh, look. They're across the whole board. They have luxury
brands and they have trucks."
But their entry point was they're going to bring over the hardware
that the U.S. industry couldn't really touch. Then fast forward.
What happens next? The Korean industry comes over to the U.S. Plays
the same play, bringing in the low cost hardware and attacks at the
bottom of the passenger car market. And then works their way up.
Now, what do you have? Luxury brands, Genesis and others, where
they have a much broader portfolio and plants here. And so Jason,
by the way [inaudible 00:43:27] little tee up was an intimate part
of that approach when the Korean industry came here because of his
Alliance with them in the safety business.
But back to our experience of watching this from a front row seat
while we hand over our market share to the foreign competitors. So
certainly in my case, in the luxury market, as we sat around,
unfortunately, not paying attention to Cadillac while BMW,
Mercedes, all the foreign manufacturers came in and took all of the
luxury market share. Lexus and you know. We responded much too
So in this particular case, we're running the inverse play. We're
bringing in the Chinese vehicles, obviously. But their ability to
engineer and manufacture at a cost point is a point that this
industry here in the U.S., even Europe, can't get to anymore. It's
simply unreachable. So we have a unique situation where we're
playing the opposite, now. Instead of sitting here, Japanese come,
fine. Koreans come, what's going to happen next? Someday, somehow,
all kinds of Chinese manufacturers have aspirations to come here.
But it's not that simple. So we're jumping that curve and we're
doing it as an American company and using the advantages of their
hardware, but the advantages of all of our experience in U.S. and
U.S. plants, you know, software, U.S. people, U.S. customer
interface. So it's obviously a hybrid model. But we're taking,
again, our long experience in this industry of watching other
segments be taken over by foreign competition, but doing it to
ourselves, by ourselves, as opposed to standing by and letting it
Well, this has been awesome and thanks for participating, and I'm
going to hand it to Ashish. I know we're going to take some
investor Q & A. But thanks for all the insight. I appreciate
it. [crosstalk 00:45:09].
Yeah. Thanks so much, Dan. And, great discussion. So the first
question, which has had the most up votes, was what companies are
you currently engaged with as far as pre-orders? I know we hit on
Randy Marion. But maybe if you guys could provide a bit more color
Well, here's the sort of dilemma there in answering your questions
directly, Ashish. I have been referring to them conversationally,
and I will again in some examples. But honestly, we have NDA
agreements with these that restrict me from saying specifically
we're at... You know, contractually and things like that. So. But I
think the emphasis, to answer that question, is what I mentioned...
We're operating in all the main verticals of where these vehicles
are used. We're not taking a singular approach, trying to sell to
one big guy and sell out our production, as others have done.
We're taking a portfolio approach that's across all and many
verticals. We're taking a size approach, which is large fleets to
small fleets. We're also taking a geographic approach, Southeast
with Randy, but we also have a large dealer in Texas and also in
the West Coast we're working with. So we're trying to, again, run
this more like investment people, do as a portfolio of different
sizes, shapes, and flavors and verticals that we can become experts
in as well, over time. And then combining, of course, the companies
that are also interested in our unique offering of being this
solutions provider, as opposed to just a hardware manufacturer.
So again, I mentioned a FedEx DSP is a good example. And these
individual owners, we've had ride events with them. A very large
plumbing fleet, Tri-state, up in the Northeast, that is expanding
that off into the electrical and the contractor areas. Yesterday,
Red Bull was there, interested. And so we'll be putting out
hopefully today or tomorrow some sort of a press release to
identify their interaction with us. But these are all in the
testing and test driving areas right now. So it's okay for us to
talk about them. But we haven't yet got, say, the confidentiality
agreements in place yet for us to actually publish any of the
confirmed orders. But those are coming soon.
Great. Appreciate all the color. The second question, or the next
question, is do you expect any supply constraints, such as chips
and electric powertrain parts this year or into next year?
We definitely see the pressure. But we are lucky to have the
[inaudible 00:47:37] motors. And most important, the batteries have
have the contracts are locked with the deal. And that's...
Definitely, we're lucky for that. But on the other side, we do
experience the constraint on the ship side. So we are working
through, for example, the container price has been increased.
PART 3 OF 4 ENDS [00:48:04]
Well, for example, the contender price has been increased. Now
we're more going to the water boats. And also adding the more
things on the planning to the shipping side.
That's great. Production was previously expected to begin in the
second half of the year. Is that still the case?
Yes. Yes. Basically, as we are a very competent, as we're going
through this process, we already lined up the early summer station,
who is a necessary change. With already CapEx will be coming in
next 30 or 40 days, about couple of [inaudible 00:00:45] hours. In
the meantime, we're going to be along the pre production round,
pilot round, late July and August. So we'll be launching our
vehicle, I would say, no later than middle of the September, which
you already have [crosstalk 00:49:02] for the first batch.
Fantastic. David, this one's for you. When is the merger going to
So, as I mentioned earlier, the shareholder vote is set for June
24th. And the merger will close, I'd like to say immediately
thereafter, but the lawyers may yell at me for that. So very
promptly thereafter, within a day or two.
Yep. To what extent is ELMS helping customers with the EV charging
infrastructure? And the second part of the question is, with the
electric F150, how big of a threat to ELMS is big auto?
I know the second one... first, sheesh. But the answer is, it's not
in the... First, is the duty cycle or customer level. The
Lightnings, the Silverado, Hummer, Rivian, Lordstown, Tesla. You go
through all the pickup trucks. That's a different market than our
small vans, so we're not concerned about that. I think it's the
opposite. As I said earlier, this validates the space. People who
are on the outside, in the large companies, wondering is it okay
to, like I say, jump in the pool. "Is it okay to move over to this
electrification area?" as they see announcements by GM, by Ford on
the Lightning. I think that actually helps us, and it puts
validation to the space as opposed to hurts us from a competitive
standpoint. So I think that's a help, not a hindrance. And the
first question, with the feedback we've received from the customers
is that they have so many unique situations. The size of their
warehouses, the number of vehicles that are in them, but also from
a brand standpoint. Of course they probably aren't planning on only
buying ELMS, or only buying Fords, only buying GM.
So they need a solution for their overall, again, specific
location. And so, the short version is they're saying to us, "Look,
that's on us." We're going to have to deal with utility companies
that are specific to their state and their city. You know, what it
is that they currently have for power in that building. And from a
manufacturer standpoint, years ago, there were only a few of these.
Now there's plenty of charging companies and cells on the poles,
and then right down to the electrical installation companies that
do it all. All that infrastructure is readily available, so they're
not looking to us to provide that solution for them. At least in
the feedback we've got from our customers.
Great. This appears to be somebody in the know. Can you tell us
about the H-trip program in California, and the opportunities for
Electric Last Mile?
Actually that you say H... the voucher program? HBS?
Yeah, H. I think that's what he's referring to, yeah.
Yeah. That's, let's say, current tense. So the way they opened up
the vouchers today, it was, "Do you have a vehicle currently
available?" Like work cars for instance, that you could go pick up
vouchers. But the vehicle had to be in commerce and available,
essentially, now for those to be exercised and used. So
unfortunately, as Jason mentioned with our launch in the Fall,
we're not quite there yet. And assuming that the amount of support
California is giving this step, historically will continue to, I'm
sure there will be more rounds and rounds of vouchers that we'll be
able to take advantage of later, but not right now.
Okay. Is it more common for pre-orders to be from many companies
with smaller orders, or have you been... I think you spoke to this
a bit earlier. Have you been seeing the orders concentrated amongst
larger companies with larger orders?
Yeah. I think on two fronts. So sheesh, the reality is, it is
across the board. Large to small. But it's also, again from our
standpoint, that's what we prefer is not to have all our eggs in a
couple of really large baskets or even one large basket. To spread
that around and diversify our customer base, rather than having
them central. But we are dealing with very small companies to very
Great. Do you intend to export EVs to other parts of the world,
especially high population density places, like Singapore and Hong
Kong? If yes, would you set up a factory in Asia?
The answer is always yes.
Maybe I'm too early. It's just we have to engage with people from
those areas you just talked about. We also have the people largest
DB fleet owner contact me from Japan. And so, yes, that's the next
After, you know, national IPO, later on we're all set.
I think, just a feedback, but Dan asked this. Last thing we want to
do is get over our skis, we call it. But we need to stay focused,
launch, execute, get this market nailed, get the brand nailed, get
the plant nailed, get our quality nailed. And then, next phase, go
after something like that. A lot of startups, if you look at what
might've caused their demise, is just taking on way too much at the
early stages and then not being able to execute anything well. So
we want to stay focused here in our North American volume,
successfully going out the back door, and successful customers
recognizing our company and our brand as the solutions provider,
and then do these expansions.
That's exactly what we'll do.
Makes sense. So another question on the supply chain, how do you
ensure your supply chain can support your production ramp, with the
current shortage in battery and other components? And I guess maybe
you could kind of speak to it as you look out.
So first you got to have a contract, right? Second one, is you got
to give them forecast, and [inaudible 00:55:01] forecast, right?
Because in the industry, a lot of times people, they'll likely...
you can start up EVs. Okay, you give them 5000 orders. Instead you
only pick up on 500, which is they will not like that. So, so far
with our relationship with those guys, where everything we say, we
make our commitment and they make their commitment. So that
relation has been established, and it's a very good. Second one,
all important, that we're working with them from the development
side. From day one, we have the guys there, and we have guys here,
to make sure if they have any constraint, we work with them. We
work with our schedule, so make sure we can do stuff.
Guys, not everybody on the call may know the battery supplier that
ELMS is using, so you might want to outline that.
Our battery supplier is CATL. Same guy supplied to Tesla. Now Apple
just announced that they want to use their stuff. Largest in the
world. So we have a relationship, with already levels, and that's
why we secure that contract, direct to us. Not a distributor.
Direct to their corporation. And also we're talking to them,
writing out deeply on how are we going to localize our factories,
in our factory for the beryllium. And their targeted, to give you a
little bit more detail, in Kentucky on their sales side. So we are
also working, not just to say, "Okay, I'm going to buy a battery
pack today, and here's what I'm going to do for the localization."
So it's longterm strategical relationship.
That's great. The question is one of the biggest challenges in
launching a successful EV company is scaling and production. What
challenges do you foresee, if any?
Okay, so, yes. You want it exact, right? When you make 50 cars or a
100 cars, it's different than when you make 10,000. And so I always
say, everybody can make one car look pretty. But when you're
looking at thousands, so for that it's really down to the detail
execution. Focus, focus, focus, and knowing what you're doing. Just
think about it out of the thousand parts of the vehicle, you know
every single part. Where it come from, what's the testing, what
material, how to put together, how you make sure your test
[inaudible 00:57:28] is a good thing. For Jim and I, we have a
hundred years, whatever times, so we know those things. And we've
been planning from day one, to make sure we get a lot of parts from
the existing vehicle, and we buy from the... CATL pack has been
installed for how many vehicles? Hundreds of the vehicles, and
those formulations has been tested, And the software codes has been
And so all those things is to make sure when you are scaling up,
you form supply chain from the parts already. Also for manufacturer
side, get a right process, get a training, get a worker. All those
things, we have experience in place, the people in place. That's
how you get things right.
Yeah. Double down, Ashish, because the question was asked earlier,
and I think the people one's really important. If you recruit a
bunch of high school guys, tough to play NFL. You know, if you're
going to scale to NFL level, then you got to go hire NFL players
because they've been there. They've done it. That doesn't scare
them. It's not intimidating them. They know how to do it. It's what
they're used to. And some of the other mistakes that other
startups... or a lot of high school guys, I'm using that as a
metaphor. And then when all of a sudden it comes time to scale up
to NFL, they can't get there. They never been there. They don't
know what it looks like. So again, back to people selections that
we've gone through, we want to make sure that we're picking people
that played in the big leagues. Know scale, have run at scale, and
that's their natural state as opposed to something they've never
Okay. We're getting close to the top of the hour. So we've got
three questions. Let's try to keep these next answers brief. Can
you add color to the 6,000 vehicles from the dealer from the
Southeast that they demanded? Is this dealer only selling
individual vehicles to end users?
No. As I mentioned, he's a very large commercial dealer. So again,
like us force sales channels... one of them is through this dealer
area, but it's a mirror. The dealer himself also has many very
large fleets, all the way down to small customers. So in our cases,
we're interfacing directly with large fleets. He also has a
whole... you can imagine, after 20 years of being in the commercial
business... his own order book that we've gone through with him to
see specifically... Actually, even though he asks for this
allocation of this volume, who they intend to sell it to, as well.
So there's no crossover where literally we'd be competing with each
other, from a sales standpoint. That we're complimentary and
working together as a team. But also, to understand that he has a
good line of sight of where all those vehicles are going to go.
That's great. And then the last question. Is their capacity enough
to support your production ramp? Do you foresee any need to
increase capacity in the future?
Yeah. [inaudible 01:00:21] if the capacity is a hundred thousand
units, our financial forecast, which is stuff that we put out to
all our investors, that takes us up to 80-85,000 level. So there's
still excess capacity, but that hundred thousand is also without
significant investment in the plan for any capacity increases,
other physical plant size, or equipment and other things. So our
base load capacity does more than adequately cover our business
Well, really want to thank the participants for all the great
questions and for spending the hour with us. Also want to thank the
ELMS team, as well as Dan Ives. Really appreciate your
participation in the ICR de-SPAC Webinar. With that, I'll turn it
back to Jim.
Well, again, thanks. As we started the beginning of the meeting for
Dan. He signed off now, or at least on mute. And [inaudible
01:01:11] ICR for hosting this, and giving us the opportunity to
get the, frankly, our company's story out to a much broader
audience and, hopefully, not just the current investors to update
them with our story, but also to expand our network of people of
potential investors. And to highlight, one more time as David said,
if you happen to be investors, we'd really appreciate you making
sure that you put your vote in the windows that have been provided,
leading up to our June 24th shareholder meeting. Thanks,
PART 4 OF 4 ENDS [01:01:42]
Important Information About the Business Combination and
Where to Find It
In connection with the business combination, Forum filed a
definitive proxy statement with the U.S. Securities and Exchange
Commission (“SEC”). Forum’s stockholders and other
interested persons are advised to read 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 this document
contains important information about Forum, ELM and the business
combination. The definitive proxy statement for the business
combination was mailed to stockholders of Forum as of May 20, 2021,
the record date established for voting on the business combination.
Forum’s stockholders may also obtain a copy of the definitive proxy
statement, 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 definitive proxy statement, which was filed with
the SEC, in connection with the proposed business combination. This
document 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 definitive proxy statement, which was filed
with the SEC, in connection with the proposed business combination.
This document can be obtained free of charge from the sources
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.
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 consummate the Carveout Transaction (as defined
below); (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 effectiveness of
certain agreements between ELM and SF Motors, Inc. (d/b/a SERES)
(“SERES”), (ii) the acquisition by ELM of a leasehold
interest in, or fee simple title to, the Indiana manufacturing
facility prior to the business combination (provided that Forum has
agreed that this condition will be waived upon delivery by ELM of
evidence of the mutual written agreement of ELM and SERES as to the
date and time of the transfer of possession of the facility to ELM,
which date and time shall be no later than two business days
following the closing of 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 Jul 2021 to Aug 2021
Electric Last Mile Solut... (NASDAQ:ELMS)
Historical Stock Chart
From Aug 2020 to Aug 2021