Item 7.01
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Regulation FD Disclosure.
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In
connection with the previously announced business combination (the “Business Combination”) between Forum Merger
III Corporation (“Forum”) and Electric Last Mile, Inc. (“ELMI”), the Indiana Economic Development
Corporation (“IEDC”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report
on Form 8-K, announcing that the IEDC offered ELMS up to $10 million in conditional tax credits and up to $200,000 in conditional
training grants based on ELMI’s anticipated job creation plans. The IEDC also offered up to $2.8 million in conditional tax
credits from the Hoosier Business Investment tax credit program based on ELMI’s proposed capital investment in Indiana.
The information in this
Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section,
and shall not be deemed to be incorporated by reference into the filings of Forum under the Securities Act or the Exchange Act,
regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission
as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Important Information About the Business
Combination and Where to Find It
In connection with the
Business Combination, Forum intends to file a preliminary proxy statement. Forum will mail a definitive proxy statement and other
relevant documents to its stockholders. Forum’s stockholders and other interested persons are advised to read, when available,
the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated by reference
therein filed in connection with the Business Combination, as these materials will contain important information about Forum, ELMI
and the Business Combination. When available, the definitive proxy statement and other relevant materials 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. Stockholders
will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed
with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov,
or by directing a request to: Forum Merger III Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445, Attention:
Secretary, telephone: (212) 739-7860.
Participants in the Solicitation
Forum and its directors
and executive officers may be deemed participants in the solicitation of proxies from Forum’s stockholders with respect to
the Business Combination. A list of the names of those directors and executive officers and a description of their interests in
Forum is contained in Forum’s Registration Statement on Form S-1/A, which was filed with the SEC and is available free of
charge at the SEC’s web site at www.sec.gov, or by directing a request to Forum Merger III Corporation, 1615 South Congress
Avenue, Suite 103, Delray Beach, FL 33445, Attention: Secretary, telephone: (212) 739-7860. Additional information regarding the
interests of such participants will be contained in the proxy statement for the Business Combination when available.
ELMI 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 will be included in the proxy statement for the Business Combination when available.
Forward-Looking Statements
This Current Report on
Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. Forum and ELMI’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 ELMI’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 ELMI’s products and ELMI’s
ability to serve those markets, ELMI’s ability to develop innovative products and compete with other companies engaged in
the commercial delivery vehicle industry and/or the electric vehicle industry, ELMI’s ability to attract and retain customers,
the estimated go to market timing and cost for ELMI’s products, the implied valuation of ELMI 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 ELMI’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 ELMI to (x) execute the transaction agreements for the Carveout Transaction (as defined below) that are in
form and substance acceptable to Forum (at Forum’s sole discretion), (y) acquire a leasehold interest or fee simple title
to the Indiana manufacturing facility or (z) secure key intellectual property rights related to its proposed business; (3) the
outcome of any legal proceedings that may be instituted against Forum or ELMI 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 ELMI 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 (14) other risks and uncertainties indicated from time to time in the proxy statement to be 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 considers immaterial or which are unknown. Forum cautions that the foregoing list of factors is not exclusive.
Forum cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. ELMI
is currently engaged in limited operations only and its ability to carry out its business plans and strategies in the future are
contingent upon the closing of the proposed Business Combination. The consummation of the Business Combination is subject to, among
other conditions, (i) the execution and effectiveness of transaction agreements by ELMI with SF Motors, Inc. (d/b/a SERES) that
are each in form and substance acceptable to Forum (at Forum’s sole discretion), (ii) the acquisition by ELMI of a leasehold
interest or fee simple title to the Indiana manufacturing facility prior to the business combination, and (iii) the securing by
ELMI of key intellectual property rights related to its proposed business (collectively, the “Carveout Transaction”).
Forum does 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 its expectations or any change in events, conditions or circumstances on which any such statement
is based.
No Offer or Solicitation
This Current Report on
Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination. This Current Report on Form 8-K 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.