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
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Filed by a Party other than the Registrant ☐
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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)
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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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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Total fee paid:
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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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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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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. (“ELM”), ELM issued a press release in which ELM announced that Jonathan Ballon has joined ELM as its first Chief Digital
Officer. Below is a copy of the press release, which is being filed herewith as soliciting material.
Electric Last Mile Appoints Jonathan
Ballon as Chief Digital Officer
Former Intel
VP & GM of IoT and GE Digital Co-Founder Brings Decades of Technology Leadership
Troy, Mich. (June 24, 2021) – Electric
Last Mile, Inc. (“ELMS” or “the Company”) today announced that Jonathan Ballon has joined the Company as its first
Chief Digital Officer. In this newly created role, reporting directly to Co-Founder and CEO James Taylor, Mr. Ballon will be responsible
for the Company’s overall digital technology strategy and play a pivotal role in the investment and commercialization of ELMS’
software and data solutions as well as the formulation of new business models to service commercial fleets and their partners.
ELMS also announced that Mr. Ballon will lead the
establishment of a new ELMS Software & IoT Center of Excellence. The Company is currently evaluating locations.
“I’m thrilled to have Jonathan join our
leadership team and bring his decades of experience transforming productivity for the enterprise as we work to deliver innovative digital
solutions that make our customers more efficient,” said ELMS Co-Founder and CEO, James Taylor.
“I’m excited to be joining a company so
focused on the customer and pioneering the future of last mile solutions,” said Ballon. “ELMS is not simply innovating commercial
vehicles. We aim to reimagine the alchemy of hardware and software for commercial EVs, and to creatively explore how new solutions can
unlock productivity for business. With the demand for last mile solutions growing across commercial industries spanning delivery, utilities,
telecom and food services, the opportunity to reduce pollution and improve the economics is vast. I am thrilled to be part of the team
working to catalyze a new industry that can meaningfully reduce our impact on the planet.”
A veteran deep tech executive and recognized thought
leader on Industrial IoT, Mr. Ballon brings more than 25 years of experience driving transformation at global technology companies. He
was most recently VP & GM of Intel’s Internet of Things Group, where he pioneered AI and deep learning hardware and software
solutions and oversaw a global, multi-billion-dollar P&L. Earlier, Jonathan was Co-Founder, Chief Operating Officer and Chief Strategy
Officer of GE Digital, GE’s global software and analytics group. At GE, he launched the company’s first cloud-based software
and infrastructure platform, Predix, and scaled the organization to support GE’s multi-billion-dollar software & services business.
He previously spent more than a decade at Cisco Systems, ultimately serving as Corporate Vice President leading the Office of Strategy
and Planning across the fastest growth areas of the business.
In December 2020, ELMS announced it entered into a
definitive agreement to merge with Forum Merger III Corporation (Nasdaq: FIII), a special purpose acquisition company. The transaction
is expected to close this month, subject to regulatory and stockholder approvals and other customary closing conditions. The combined
company will be named Electric Last Mile Solutions, Inc. and will continue to be listed on the Nasdaq Capital Market under the new ticker
symbol “ELMS.”
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.
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
the special meeting of Forum stockholders to be held to approve, among other things, the business combination, because this document contains
important information about Forum, ELMS and the business combination. The definitive proxy statement for the business combination was
mailed to stockholders of Forum as of May 20, 2021, the record date for the Special Meeting. 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.
Contacts
For Electric Last Mile, Inc.
Media: elms-svc@sardverb.com
Investors: IR@electriclastmile.com
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 this document contains
important information about Forum, ELM and the business combination. The definitive proxy statement for the business combination was mailed
to stockholders of Forum as of May 20, 2021, the record date 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.
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. This document 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 definitive proxy statement, which was filed with the SEC, in connection
with the proposed business combination. This document 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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