Electric Last Mile Solutions, Inc. (Form: 8-K, Received: 06/25/2021 16:48:56)

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): June 24, 2021

ELECTRIC LAST MILE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39457		84-2308711
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1055 W. Square Lake Road

Troy, MI 48098

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (888) 825-9111

Forum Merger III Corporation
1615 South Congress Avenue, Suite 103

Delray Beach, FL 33445

(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:

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	ELMS	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share	ELMSW	The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 24, 2021, Forum Merger III Corporation, a Delaware corporation (“Forum” or “the Company”) (which changed its name to Electric Last Mile Solutions, Inc. on June 25, 2021), held a special meeting of stockholders in lieu of the 2021 annual meeting of stockholders (the “Special Meeting”). At the Special Meeting, a total of 21,388,586 (66.86%) of Forum’s issued and outstanding shares of common stock held of record as of May 20, 2021, the record date for the Special Meeting, were present either in person (including by virtual presence online at the virtual Special Meeting) or by proxy, which constituted a quorum. Forum’s stockholders voted on the following proposals at the Special Meeting, each of which was approved and described in more detail in Forum’s definitive proxy statement filed with the Securities and Exchange Commission on June 9, 2021. The final vote tabulation for each proposal is set forth below.

Business Combination Proposal. To approve and adopt the Agreement and Plan of Merger, dated as of December 10, 2020 and amended as of May 7, 2021 (as amended, the “Merger Agreement”), by and among the Company, ELMS Merger Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Electric Last Mile, Inc., a Delaware corporation (“ELM”), and Jason Luo, in his capacity as the initial stockholder representative to ELM, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement including the completion of the Carveout Transaction (as defined in the definitive proxy statement), Merger Sub will merge with and into ELM, with ELM surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of the Company, and approve the other transactions contemplated thereby (the “business combination”). The final voting tabulation for this proposal was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
21,146,863		234,312		7,393		0

Nasdaq Proposal. To approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the business combination, consisting of the issuance of (v) shares of common stock to the ELM securityholders (as defined in the definitive proxy statement) pursuant to the terms of the Merger Agreement, (w) shares of common stock to SF Motors Inc. d/b/a SERES (“SERES”) pursuant to the terms of the Merger Agreement, (x) shares of common stock to certain institutional investors in connection with the private placement, to close immediately prior to the closing of the business combination, of an aggregate of 13 million shares of common stock, at $10.00 per share, for an aggregate purchase price of $130,000,000, (y) shares of common stock to the holders of the convertible promissory notes, in an aggregate principal amount of $25 million, issued by ELM to certain investors (the “ELM Convertible Notes”) upon the conversion of the ELM Convertible Notes and (z) shares of common stock reserved for a new long-term equity incentive plan. The final voting tabulation for this proposal was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
21,113,225		243,382		31,961		0

Charter Proposal. To approve the Company’s proposed third amended and restated certificate of incorporation (the “proposed charter”) in connection with the business combination. The final voting tabulation for this proposal was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
20,803,115		542,889		42,564		0

Advisory Charter Proposals. To approve and adopt, on a non-binding advisory basis, certain differences between the Company’s second amended and restated certificate of incorporation (as amended through the date of the definitive proxy statement, the “current charter”) and the proposed charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as eight separate sub-proposals:

To provide that any amendment to certain provisions of the proposed charter relating to director and bylaw matters, director personal liability to us and forum selection and proposed bylaws will require the approval of the holders of at least 66⅔% and a majority, respectively, of the Company’s then-outstanding shares of capital stock entitled to vote generally at an election of directors. The final voting tabulation for this sub-proposal was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
17,500,300		3,461,146		427,122		0

To provide that the federal district courts of the United States of America will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the federal securities laws, including the Securities Act of 1933, as amended. The final voting tabulation for this sub-proposal was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
20,394,489		595,432		398,647		0

To provide that, subject to the limitations imposed by applicable law, directors may be removed with cause by the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally at an election of directors. The final voting tabulation for this sub-proposal was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
17,478,712		3,496,581		413,275		0

To change the name of the new public entity to “Electric Last Mile Solutions, Inc.” from “Forum Merger III Corporation”. The final voting tabulation for this sub-proposal was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
20,429,011		563,395		396,162		0

To, upon completion of the business combination and the conversion of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”), into the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), increase the authorized capital stock from 111,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 10,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock, par value $0.0001 per share (“preferred stock”), to 1,100,000,000 shares, which would consist of 1,000,000,000 shares of common stock, and 100,000,000 shares of preferred stock, by, on the effective date of the filing of the proposed charter: (i) reclassifying all shares of Class B common stock as Class A common stock; (ii) immediately following the conversion of such Class B common stock into shares of Class A common stock, reclassifying all shares of Class A common stock as common stock; and (iii) creating an additional 890,000,000 shares of common stock and 99,000,000 shares of preferred stock. The final voting tabulation for this sub-proposal was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
17,690,692		3,218,210		479,666		0

To eliminate various provisions applicable only to blank check companies. The final voting tabulation for this sub-proposal was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
20,394,004		572,463		422,101		0

To change the classification of the Board of Directors from two classes to three classes of directors, with each class elected for staggered terms and with each class consisting of one third of the total number of directors constituting the entire board of directors of the Company as nearly as possible. The final voting tabulation for this sub-proposal was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
17,340,848		3,602,817		444,903		0

To provide that the Company renounces, to the fullest extent permitted by law, any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any excluded opportunity pursuant to Section 122(17) of the General Corporation Law of the State of Delaware. The final voting tabulation for this sub-proposal was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
17,766,276		3,169,069		453,223		0

Incentive Plan Proposal. To approve a new long-term equity incentive plan (the “Incentive Plan”), including the authorization of the initial share reserve under the Incentive Plan. The final voting tabulation for this proposal was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
20,569,243		334,857		484,468		0

Director Election Proposal (as defined below). To consider and vote upon a proposal to elect seven directors to serve staggered terms on the Board of Directors until the 2022, 2023 and 2024 annual meetings of our stockholders, as applicable, or until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement or removal (“Direction Election Proposal A”, and, collectively with the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal, the “condition precedent proposals”); alternatively, in the event the condition precedent proposals, including the Business Combination Proposal and Charter Proposal, are not approved and our Board of Directors continues to have two classes of directors, to elect three directors to serve as Class I directors on the Board of Directors for a term of two years expiring at the annual meeting of stockholders to be held in 2023 or until each such director’s successor has been duly elected and qualified, or until each such director’s earlier death, resignation, retirement or removal (“Director Election Proposal B”, and, collectively, with Director Election Proposal A, the “Director Election Proposal”). Each of the director nominees listed below (which were the director nominees under Director Election Proposal A) was elected. The final voting tabulation for this proposal was as follows:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Jason Luo	21,118,861	269,707	0
James Taylor	21,111,994	276,574	0
Shauna F. McIntyre	21,118,286	270,282	0
Richard N. Peretz	21,110,215	278,353	0
Brian M. Krzanich	21,110,779	277,789	0
David Boris	21,116,417	272,151	0
Neil Goldberg	21,284,012	104,556	0

Item 7.01 Regulation FD Disclosure.

On June 24, 2021, Forum and ELM jointly issued a press release announcing the results of the Special Meeting. On June 25, 2021, Forum and ELM jointly issued a press release announcing that they have closed their previously announced business combination. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 hereto and are incorporated by reference herein.

The information in this Item 7.01 and Exhibit 99.1 and Exhibit 99.2 attached hereto 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 the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
99.1		Press Release, dated June 24, 2021.
99.2		Press Release, dated June 25, 2021.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

	Electric Last Mile Solutions, Inc.

	By:	/s/ James Taylor
Dated: June 25, 2021		Name:	James Taylor
		Title:	Chief Executive Officer

Exhibit 99.1

Forum Merger III Corporation Stockholders Approve Business Combination with Electric Last Mile, Inc.

– Electric Last Mile Expected to Begin Trading on the Nasdaq Under Ticker “ELMS” on June 28, 2021

Delray Beach, FL and Troy, MI (June 24, 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.

Contacts

For Forum Merger III Corporation

investors@forummerger.com

For Electric Last Mile, Inc.

Media: elms-svc@sardverb.com

Investors: IR@electriclastmile.com

Exhibit 99.2

Electric Last Mile Closes Business Combination; Common Stock Expected to Begin Trading on Nasdaq as “ELMS” on June 28, 2021

Troy, MI and Delray Beach, FL (June 25, 2021) – Electric Last Mile, Inc. and Forum Merger III Corporation (Nasdaq: FIII, FIIIU, FIIIW) (“Forum”) today announced the completion of the companies’ previously announced business combination. The business combination was approved by Forum stockholders on June 24, 2021. The merger has resulted in Electric Last Mile Solutions, Inc. (“ELMS” or the “Company”), a pure-play commercial electric vehicle company, becoming a publicly traded company 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.

James Taylor, Co-Founder and CEO of ELMS, said, “Today is a critical milestone for ELMS as we now believe we have all the pieces in place to execute on our business plan and transform productivity for the last mile. We are excited to take advantage of our anticipated first-mover opportunities in the commercial EV space with the launch of our Urban Delivery later this year and to help make the U.S. the world leader for EV manufacturing.”

“This transaction comes at a promising time for both ELMS and the commercial EV industry,” said David Boris, Co-Chief Executive Officer and Chief Financial Officer of Forum. “With the capital provided by this transaction, we believe James and his experienced management team at ELMS can generate rapid growth and produce shareholder value as an industry-leading commercial EV solutions company. We thank our stockholders for their support during this transaction and we are excited for ELMS as it begins its next chapter as a public company.”

The ELMS Urban Delivery, anticipated to launch later this year, is expected to be the first Class 1 commercial electric vehicle available in the U.S. market and will be produced at the Company’s facility in Mishawaka, Indiana. The Urban Delivery is anticipated to have a range of approximately 150 miles and is also expected to come with a suite of connectivity and productivity solutions, including over-the-air updates. As part of its integrated business model, ELMS also plans to offer upfitting solutions to customize the Urban Delivery to fleets’ individual end-use cases.

ELMS also recently announced plans to reveal a working prototype of its second vehicle, the Urban Utility, an all-electric medium duty cab forward truck, later this summer.

Jefferies LLC served as financial advisor and White & Case LLP served as legal advisor to Forum. Cowen Inc., Wedbush Securities Inc., Colliers Securities LLC, BTIG, LLC and The Benchmark Company, LLC served as co-advisors to Forum. Foley & Lardner LLP served as legal advisor to Electric Last Mile, Inc.

About Electric Last Mile Solutions, Inc.

Electric Last Mile Solutions, Inc. is focused on defining a new era in which commercial vehicles run clean as connected and customized solutions that make our customers’ businesses more efficient and profitable. 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.

About Forum Merger III Corporation

Forum Merger III Corporation (Nasdaq: FIII, FIIIU, FIIIW) was 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 was organized by founders Marshall Kiev and David Boris.

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. The Company’s actual results may differ from its 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, the Company’s expectations with respect to future performance and anticipated financial impacts of the business combination of Forum and Electric Last Mile, Inc. (the “business combination”), the size, demands and growth potential of the markets for the Company’s products and the Company’s ability to serve those markets, the Company’s ability to develop innovative products and compete with other companies engaged in the commercial delivery vehicle industry and/or the electric vehicle industry, the Company’s ability to attract and retain customers, the estimated go to market timing and cost for the Company’s products, and the implied valuation of the Company. 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 the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) 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 Company to grow and manage growth profitably and retain its key employees; (2) changes in applicable laws or regulations; (3) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (4) the impact of COVID-19 on the Company’s business; (5) any delays the Company may experience in realizing its projected timelines and cost and volume targets for the production, launch and ramp up of production of the Company’s vehicles and the modification of its manufacturing facility; (6) the ability of the Company to obtain customers, obtain product orders, and convert its non-binding pre-orders into binding orders or sales; (7) the Company’s ability to implement its business plans and strategies; and (8) other risks and uncertainties indicated from time to time in the proxy statement filed by Forum relating to the business combination, including those under the “Risk Factors” section therein, and in Forum’s other filings and the Company’s future filings with the Securities and Exchange Commission. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that the Company considers immaterial or which are unknown. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company 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 their expectations or any change in events, conditions or circumstances on which any such statement is based.

Contacts

For Forum Merger III Corporation

investors@forummerger.com

For Electric Last Mile Solutions, Inc. and Electric Last Mile, Inc.

Media: elms-svc@sardverb.com

Investors: IR@electriclastmile.com