–
Following closing, the combined company’s common stock and warrants
will trade under the ticker symbols “ELMS” and “ELMSW”,
respectively
– All
stockholders of Forum as of May 20, 2021 are encouraged to vote
their shares before June 24, 2021
–
Stockholders who need assistance voting their shares should contact
Forum’s proxy solicitor, Morrow Sodali, toll-free at (877) 787-9239
or by email to FIII.info@investor.morrowsodali.com
Forum Merger III Corporation (Nasdaq: FIII, FIIU, FIIW) (“Forum”
or the “Company”), a special purpose acquisition company, and
Electric Last Mile, Inc., a pure-play commercial electric vehicle
company focused on creating efficient, connected and customized
last mile solutions, today announced that Forum’s definitive proxy
statement relating to the two companies’ previously announced
business combination has been filed with the U.S. Securities and
Exchange Commission. Forum will mail stockholders as of May 20,
2021 the definitive proxy statement relating to the special meeting
of Forum stockholders (the “Special Meeting”).
The Special Meeting to approve the pending business combination
is scheduled for June 24, 2021. The Special Meeting will be
completely virtual and conducted via live webcast. Forum
stockholders at the close of business on the record date of May 20,
2021 are entitled to notice of the virtual Special Meeting and
should vote before 11:59 p.m. ET on June 23, 2021.
If the proposals at the Special Meeting are approved, the
parties anticipate that the business combination will close and
trading of the combined entity will commence on NASDAQ shortly
thereafter, subject to the satisfaction or waiver (as applicable)
of all other closing conditions.
Forum stockholders can exercise their votes online, via
telephone or by mail. Forum stockholders who need assistance voting
or have questions regarding the Special Meeting may contact Forum’s
proxy solicitor, Morrow Sodali, toll-free at (877) 787-9239 or by
email to FIII.info@investor.morrowsodali.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.
About Electric Last Mile, Inc.
ELMS is focused on redefining the last mile with efficient,
connected and customizable solutions. ELMS’ first vehicle, the
Urban Delivery, is anticipated to be the first Class 1 commercial
electric vehicle in the U.S. market. The company is headquartered
in Troy, Michigan. For more information, please visit
www.electriclastmile.com or Twitter @ELMSolutions.
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 consummate the Carveout Transaction (as defined below);
(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 business combination. The consummation of the business
combination is subject to, among other conditions, (i) the
effectiveness of certain agreements between ELMS and SF Motors,
Inc. (d/b/a SERES) (“SERES”), (ii) the acquisition by ELMS 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 ELMS of evidence of the mutual written agreement of
ELMS and SERES as to the date and time of the transfer of
possession of the facility to ELMS, which date and time shall be no
later than two business days following the closing of 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
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 these documents contain important
information about Forum, ELMS and the business combination. 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 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. 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 definitive proxy statement, which was 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 definitive proxy statement, which
was filed with the SEC, in connection with the proposed business
combination. These documents can be obtained free of charge from
the sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210609005274/en/
For Forum Merger III Corporation investors@forummerger.com
For Electric Last Mile, Inc. Media: elms-svc@sardverb.com
Investors: IR@electriclastmile.com
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