Current Report Filing (8-k)
07 May 2021 - 4:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May
5, 2021
FORUM MERGER III CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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001-39457
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84-2308711
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1615 South Congress Avenue, Suite 103
Delray Beach, FL 33445
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (212) 739-7860
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
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FIIIU
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The Nasdaq Stock Market LLC
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Class A common stock, par value $0.0001 per share
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FIII
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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FIIIW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.02 Non-Reliance on Previously Issued Financial Statements
or Related Audit Report or Completed Interim Report.
On April 12, 2021, the Acting
Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (“SEC”)
together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies
entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies
(“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and
provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant
agreement, dated as of August 18, 2020, between Forum Merger III Corporation (“Forum” or the “Company”) and Continental
Stock Transfer & Trust Company, a New York corporation, as warrant agent. As a result of the SEC Statement, the Company reevaluated
the accounting treatment of (i) the 8,333,333 redeemable warrants (the “Public Warrants”) that were included in the units
issued by the Company in its initial public offering (the “IPO”) and (ii) the 247,083 redeemable warrants (together with the
Public Warrants, the “Warrants”) that were issued to the Company’s sponsor in a private placement that closed concurrently
with the closing of the IPO, and determined to classify the Warrants as derivative liabilities measured at fair value, with changes in
fair value each period reported in earnings. While the Company has not generated any operating revenues to date and will not generate
any operating revenues until after completion of its initial business combination, at the earliest, the change in fair value of the Warrants
is a non-cash charge and will be reflected in the Company’s statement of operations.
On May 5, 2021, the Company’s
management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that, in light
of the SEC Statement, it is appropriate to restate (i) certain items on the Company’s previously issued audited balance sheet dated
as of August 21, 2020, which was related to its IPO, and (ii) the Company’s previously issued audited financial statements as of
and for the year ended December 31, 2020, which was filed with the SEC on March 31, 2021, and the previously issued audited financial
statements as of December 31, 2019 and for the period from June 25, 2019 (inception) through December 31, 2019, which was filed with the
SEC on August 20, 2020 (the “Relevant Periods”). Considering such restatements, such previously filed audited financial statements
should no longer be relied upon. The Company will file an amendment to its Annual Report on Form 10-K as of December 31, 2020 and 2019
and for the year ended December 31, 2020 and for the period from June 25, 2019 (inception) through December 31, 2019, which will include
the restated audited financial statements for the Relevant Periods. The Company does not expect the restatement to have any effect on
the Company’s previously announced business combination.
Going forward, unless we amend
the terms of our warrant agreement, we expect to continue to classify our warrants as liabilities, which would require us to incur the
cost of measuring the fair value of the warrant liabilities, and which may have an adverse effect on our results of operations.
The Company’s management
and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown,
PC, the Company’s independent registered public accounting firm.
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FORUM MERGER III CORPORATION
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Dated: May 6, 2021
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By:
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/s/ David Boris
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Name: David Boris
Title: Co-Chief Executive Officer and
Chief Financial Officer
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