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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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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☐
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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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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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The
information below relates to the previously announced business combination (the “business combination”) between Forum Merger
III Corporation (“Forum”) and Electric Last Mile, Inc. (“ELM” or “ELMS”), and is being filed herewith
as soliciting material.
The
following communication was shared by ELM on its Twitter, Instagram and Facebook pages on May 17, 2021:
Riding
into the week #ZeroEmissions #electricvan #fullyelectric #electric
[Disclaimer:
https://bit.ly/3tvwjbP]
The
following communication was shared by ELM on its Twitter, Instagram, Facebook and LinkedIn pages on May 18, 2021:
Zero
Emissions. Simply Efficient.
The
future of last mile solutions is almost here. And it’s electric.
Customer
testing of our next segment-defining vehicle expected this summer and deliveries slated for 2022.
[Disclaimer:
https://bit.ly/3tvwjbP]
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, any amendments
thereto, and, once available, 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 preliminary
proxy statement, which was filed with the SEC, and will be set forth in the 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 with the SEC, and will
be set forth in the 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 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.
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