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)
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Preliminary Proxy Statement
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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 II CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
Other Than the Registrant)
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Forum Merger II Corporation Announces
Signed Letter of Intent
Delray Beach, FL, May 13, 2020 (GLOBE NEWSWIRE) -- Forum Merger
II Corporation (Nasdaq: FMCI) (“Forum” or the “Company”) today announced it has signed a letter of intent
and expects to sign a definitive agreement to acquire a high-growth, plant-based food company with a broad portfolio of innovative
products that are aligned with major food trends and sold through leading retailers and distributors across the United States (the
“Target”).
The Target’s disruptive strategy is focused on addressing
the growing consumer demand for nutritious, great tasting, better-for-you products with plant-based food. The Target’s alignment
with today’s secular food trends, combined with its robust, plant-based offerings that feature unique ingredients, innovative
recipes and creative branding, has allowed it to establish a meaningful market presence in a short period of time. Forum believes
that the Target has a compelling financial profile, with significant historical and projected revenue growth and profitability.
Forum’s management expects that the anticipated valuation at consummation of the business combination transaction will represent
a meaningful discount to relevant public comparable multiples.
Completion of the transaction is subject to, among other things,
the negotiation and execution of a definitive agreement providing for the transaction, satisfaction of the closing conditions included
therein and approval of the transaction by Forum’s shareholders. Accordingly, there can be no assurance that a definitive
agreement will be entered into or that the proposed transaction will be consummated.
About Forum Merger II Corporation
Forum Merger II Corporation is a blank check company formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses.
Additional Information and Where to Find It
If a legally binding definitive agreement
is entered into, a full description of the terms of the transaction will be provided in a proxy statement for the stockholders
of the Company (the “Transaction Proxy Statement”), to be filed with the U.S. Securities and Exchange Commission (the
“SEC”). The Company urges investors, stockholders and other interested persons to read, when available, the preliminary
Transaction Proxy Statement as well as other documents filed with the SEC because these documents will contain important information
about the Company, the potential target company and the transaction. The definitive Transaction Proxy Statement will be mailed
to stockholders of the Company as of a record date to be established for voting on the proposed transaction.
In addition, the Company has filed a
preliminary proxy statement (the “Extension Proxy Statement”) to be used at its special meeting of stockholders to
approve an extension of time in which the Company must complete an initial business combination or liquidate the trust account
that holds the proceeds of the Company’s initial public offering (the “Extension”). The Company will mail a
definitive Extension Proxy Statement and other relevant documents, when available, to its stockholders of record as of May 13,
2020 in connection with the Extension. Investors and security holders of the Company are advised to read the preliminary Extension
Proxy Statement and, when available, the definitive Extension Proxy Statement, the preliminary Transaction Proxy Statement and
the definitive Transaction Proxy Statement, and any amendments thereto, because these documents will contain important information
about the Extension, the Company and the proposed transaction. The definitive Transaction Proxy Statement will be mailed to the
Company’s stockholders of record as of a record date to be established for the special meeting of stockholders relating
to the proposed transaction. Stockholders will also be able to obtain copies of the definitive Extension Proxy Statement and the
Transaction Proxy Statement, without charge, once available, at the SEC's website at www.sec.gov or
by directing a request to: Forum Merger II Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445.
Forward Looking Statements
Certain statements made in this release
are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this release, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside
the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual results or outcomes include: the inability of the Company to
enter into a definitive agreement with respect to the proposed business combination or to complete the contemplated transactions
with the potential target company; matters discovered by the potential target company or the Company as they complete their respective
due diligence investigation of the other; the risk that the approval of the stockholders of the Company for the potential transaction
is not obtained; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected
by, among other things, the amount of funds available in the Company’s trust account following any redemptions by the Company
stockholders; the ability to meet Nasdaq’s listing requirements following the consummation of the transactions contemplated
by the proposed business combination; costs related to the proposed business combination; and those factors discussed in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2019 under the heading “Risk Factors,” and other
documents of the Company filed, or to be filed, with the SEC. The Company does not undertake any obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Participants in the Solicitation
The Company and its directors and executive
officers may be considered participants in the solicitation of proxies with respect to the Extension and the potential transaction
described herein under the rules of the SEC. Information about the directors and executive officers of the Company and a description
of their interests in the Company are set forth in the preliminary Extension Proxy Statement, which was filed with the SEC on May
13, 2020, and will also be contained in the Transaction Proxy Statement when it is filed with the SEC. These documents can be obtained
free of charge from the sources indicated above.
Non-Solicitation
The disclosure herein is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction
and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be
any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made
except by means of a definitive document.
Contact
David Boris
(212) 739-7860
david@forummerger.com
www.forummerger.com
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