Forum Merger III Corporation Stockholders Approve Business Combination with Electric Last Mile, Inc.
June 24 2021 - 5:35PM
Business Wire
– Electric
Last Mile Expected to Begin Trading on the Nasdaq Under Ticker
“ELMS” on June 28, 2021
Forum Merger III Corporation (Nasdaq: FIII, FIIIU, FIIIW)
(“Forum” or the “Company”) and Electric Last Mile, Inc. (“ELMS”)
today announced that Forum’s stockholders have approved all
proposals related to the companies’ previously announced business
combination.
At a special meeting of Forum’s stockholders held today,
approximately 99% of the votes cast, representing approximately 67%
of Forum’s outstanding shares as of the record date for the
meeting, voted to approve the business combination with ELMS. The
formal results of the vote will be included on a Form 8-K to be
filed with the U.S. Securities and Exchange Commission.
David Boris, Co-CEO and Chief Financial Officer of Forum Merger
III, commented, “We are thrilled with the shareholder support we
have received for our merger with ELMS. We believe ELMS is strongly
positioned to be a first mover in the industry as customers seek
more efficient and sustainable solutions.”
Jason Luo, Executive Chairman of ELMS, said, “Today’s
shareholder approval is an important milestone for ELMS and a
validation of our strategy to redefine last mile solutions and
electrify commercial fleets. We’d like to thank Forum for their
partnership and support leading up to this day.”
The closing of the business combination is anticipated to take
place on June 25, 2021, subject to the satisfaction of certain
customary closing conditions. The combined company will be renamed
Electric Last Mile Solutions, Inc., and its common stock and
warrants are expected to begin trading on the Nasdaq Stock Market
under the ticker symbols “ELMS” and “ELMSW”, respectively, on June
28, 2021.
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.
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 satisfy 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210624006017/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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