UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________

SCHEDULE 14A

____________________________________

(Amendment No. 3)
Information Required in Proxy Statement
Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		S
Filed by a Party other than the Registrant		£

Check the appropriate box:

S		Preliminary Proxy Statement
£		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
£		Definitive Proxy Statement
£		Definitive Additional Materials
£		Soliciting Material Pursuant to §240.14a-12

Forum Merger III Corporation
(Name of Registrant as Specified In Its Charter)

_________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

£	No fee required.
£	Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
		Not applicable.
	(2)	Aggregate number of securities to which transaction applies:
		Not applicable.
	(3)	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):
		Not applicable.
	(4)	Proposed maximum aggregate value of transaction:
		$856,000,0001
	(5)	Total fee paid:
		$93,389.602
S	Fee paid previously with preliminary materials.
£	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.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

_____________

1 Includes stock consideration

2 The amount is the product of $856,000,000 multiplied by the SEC’s filing fee of $109.10 per $1,000,000

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PRELIMINARY PROXY STATEMENT DATED JUNE 8, 2021 — SUBJECT TO COMPLETION

FORUM MERGER III CORPORATION
1615 South Congress Avenue, Suite 103
Delray Beach, Florida 33445

Dear Stockholders of Forum Merger III Corporation:

We cordially invite you to attend a special meeting in lieu of the 2021 annual meeting of the stockholders (the “special meeting”) of Forum Merger III Corporation, a Delaware corporation (“Forum”, “we,” “us,” “our” or the “Company”), which will be held on [ ], 2021, at [9:00] a.m., Eastern time at [ ] (the “special meeting”). In light of ongoing developments related to the novel coronavirus (COVID-19), after careful consideration, the Company has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the special meeting by visiting [ ] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement.

On December 10, 2020, 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, entered into an Agreement and Plan of Merger, as amended by the First Amendment (as defined below), the “Merger Agreement”, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein (including the completion of the Carveout Transaction (as defined below)), 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 (the transactions contemplated by the Merger Agreement, the “business combination”). You are being asked to vote on the business combination.

At the special meeting, our stockholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal”) to adopt the Merger Agreement, as amended by the First Amendment, copies of which are attached to the accompanying proxy statement as Annex A-1 and Annex A-2, and approve the business combination. The aggregate consideration payable at the closing of the business combination (the “Closing”) to the ELM securityholders (as that term is defined in the accompanying proxy statement) is payable solely in shares of common stock, par value $0.0001 per share, of the Company (“common stock”), valued at $10.00 per share, and is calculated as follows (each term as defined in the Merger Agreement): $1,300,000,000, plus the amount of Estimated Closing Date Cash, plus the Pre-Paid Company Transaction Expense Amount, minus the Estimated Closing Date Indebtedness, minus the Convertible Note Adjustment Amount, minus $292,000,000, which represents the value of the 29,200,000 shares of common stock reserved for the Incentive Plan (as defined below) ($150,000,000 of which represents the value of restricted stock units with vesting terms substantially similar to the Earnout Shares (as defined below)), minus $2,500,000, which represents the value of the Adjustment Escrow Stock (as defined below), minus $50,000,000, which represents the value of the Earnout Shares, minus $50,000,000, which represents the value of the 5,000,000 shares of common stock to be issued to SF Motors Inc. (d/b/a SERES) (“SERES”) in accordance with the First Amendment (the “Closing Merger Consideration”). On May 7, 2021, the Company, Merger Sub, ELM, and Jason Luo, in his capacity as the initial stockholder representative to ELM, entered into Amendment No. 1 to the Merger Agreement (the “First Amendment”), pursuant to which the Company will issue, at Closing, 5,000,000 shares of common stock to SERES in satisfaction of ELM’s obligation under the SERES Asset Purchase Agreement (as defined below) to deliver shares of common stock to SERES as compensation for strategic cooperation, consulting services and technical support provided by SERES to ELM prior to the Closing. The Closing is expected to take place in the first half of 2021, subject to the satisfaction or waiver of the closing conditions in the Merger Agreement.

On April 9, 2021, ELM and SERES entered into (i) an agreement of purchase and sale (the “SERES Asset Purchase Agreement”), pursuant to which ELM has agreed to purchase the manufacturing facility in Mishawaka, Indiana, together with all buildings and improvements and all rights, benefits and privileges pertaining to the real property, and certain tangible and intangible personal property from SERES and (ii) an exclusive license agreement (the “SERES Exclusive Intellectual Property License Agreement”), pursuant to which SERES has agreed to exclusively license to ELM certain intellectual property related to the manufacture and design of certain electric urban utility and

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commercial vehicles, including skateboards used for urban utility truck, cargo van and open bed truck vehicles. In addition, ELM and Chongqing Sokon Motor (Group) Imp. & Exp. Co., Ltd. (“Sokon”), a subsidiary of SERES’s majority stockholder, Chongqing Sokon Industry Group Stock Co. Ltd., have entered into a supply agreement (the “Sokon Supply Agreement” and together with the SERES Asset Purchase Agreement and the SERES Exclusive Intellectual Property License Agreement, the “Key Contracts”) regarding the supply by Sokon of equipment, goods and components used in the manufacture of electric commercial vehicles.

The consummation of the business combination is subject to, among other conditions, (i) the effectiveness of the Key Contracts, which are attached hereto as Annex M, Annex N and Annex O, and that each such contract is valid and binding and in full force and effect, no written notice of intent to terminate any such contracts has been delivered and that the transactions contemplated by such contracts have been consummated; (ii) the acquisition by ELM of a leasehold interest in, or fee simple title to, the Mishawaka, Indiana manufacturing facility (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 in accordance with the SERES Asset Purchase Agreement, which date and time shall be no later than two business days following the Closing); and (iii) the receipt by ELM of key intellectual property rights related to its proposed business from SERES ((i), (ii) and (iii) collectively referred to as the “Carveout Transaction”).

The facility owned by SERES in Mishawaka, Indiana comprises the Electric Vehicle Assembly Plant Operations, a wholly owned component of SERES (“EVAP Operations”). The Carveout Transaction is required to close immediately prior to the Closing and the Closing is subject to the satisfaction or waiver of all other closing conditions in the Merger Agreement, including the approval by our stockholders of the proposals set forth in the accompanying proxy statement. Prior to the Carveout Transaction, ELM is currently engaged in limited business activities only and its ability to carry out its business plans and strategies in the future are contingent upon the closing of the Carveout Transaction and the proposed business combination.

The Closing Merger Consideration is required to be paid in the form of common stock, valued at $10.00 per share at the Closing, and the contingent right to receive (1) the Earnout Shares (as defined below), if any, and (2) the Adjustment Escrow Stock (as defined below), if any, in each case, after the Closing, is subject to, and, if payable, will be payable in accordance with, the terms and conditions set forth in the Merger Agreement.

Five million shares of common stock (the “Earnout Shares”) are payable after the Closing to the ELM securityholders upon satisfaction, during the 36-month period after the Closing (the “Earnout Period”), of the following conditions: (i) if the closing price of the common stock equals or exceeds $14.00 on any 20 trading days in any 30-consecutive day trading period, then 2,500,000 Earnout Shares will be released to the ELM securityholders, and (ii) if the closing price of the common stock equals or exceeds $16.00 on any 20 trading days in any 30-consecutive day trading period, then the remaining 2,500,000 Earnout Shares will be released to the ELM securityholders. Subject to the terms and conditions set forth in the Merger Agreement, if a qualifying Change in Control (as defined in the Merger Agreement) occurs during the Earnout Period, all Earnout Shares not previously released will be released to the ELM securityholders. Any Earnout Shares not released prior to the expiration of the Earnout Period will be forfeited and cancelled.

The Company has agreed that, at the Closing, the Company will place 250,000 shares of common stock into an adjustment escrow account (the “Adjustment Escrow Stock”) to secure any downward post-closing purchase price adjustment. Following the date on which the Closing Merger Consideration is finally determined, all or a portion of those shares of common stock will either be released to the ELM securityholders or released to the Company in accordance with the adjustment mechanisms set forth in Section 2.7 of the Merger Agreement.

In connection with the transactions contemplated by the Merger Agreement, the Company has entered into subscription agreements, each dated December 10, 2020 (collectively, the “Subscription Agreements”) with certain third-party investors (the “PIPE Investors”) pursuant to which the Company agreed to issue and sell to the PIPE Investors in private placements to close immediately prior to the Closing, an aggregate of 13 million shares of common stock at $10.00 per share, for an aggregate purchase price of $130,000,000 (the “PIPE Investment”). At the Closing, the PIPE Investors and the Company shall consummate the PIPE Investment pursuant to and in accordance with the terms of the Subscription Agreements.

On December 10, 2020, ELM issued convertible promissory notes to certain investors in an aggregate principal amount of $25 million (the “ELM Convertible Notes”). The Company will enter into a joinder to the ELM Convertible Notes with the holders thereof, pursuant to which the outstanding principal and accrued interest on the ELM Convertible

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Notes will convert at Closing into shares of common stock, at a conversion price per share equal to the product of (i) the price per share paid by the PIPE Investors in the PIPE Investment multiplied by (ii) 0.90909, and the Company will provide registration rights to the holders of the ELM Convertible Notes.

At the special meeting, you will be asked to consider and vote upon:

1. the Business Combination Proposal;

2. a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market (“Nasdaq”), 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 pursuant to the terms of the Merger Agreement, (w) shares of common stock to SERES pursuant to the terms of the Merger Agreement, (x) shares of common stock to certain institutional investors in connection with the PIPE Investment, (y) shares of common stock to the holders of the ELM Convertible Notes upon conversion of the ELM Convertible Notes and (z) shares of common stock reserved for the Incentive Plan (the “Nasdaq Proposal”);

3. a proposal to approve the Company’s proposed third amended and restated certificate of incorporation (the “proposed charter”), substantially in the form attached to the accompanying proxy statement as Annex C, in connection with the business combination (the “Charter Proposal”);

4. 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 accompanying 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 (collectively, the “Advisory Charter Proposals”):

a. 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 (“Advisory Charter Proposal A”);

b. 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 (“Advisory Charter Proposal B”);

c. 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 (“Advisory Charter Proposal C”);

d. to change the name of the new public entity to “Electric Last Mile Solutions, Inc.” from “Forum Merger III Corporation” (“Advisory Charter Proposal D”);

e. 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 (“Advisory Charter Proposal E”);

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f. to eliminate various provisions applicable only to blank check companies (“Advisory Charter Proposal F”);

g. to change the classification of the Board 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 (“Advisory Charter Proposal G”); and

h. 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 (“Advisory Charter Proposal H”);

5. a proposal to approve a new long-term equity incentive plan (the “Incentive Plan”), substantially in the form attached to the accompanying proxy statement as Annex E, including the authorization of the initial share reserve under the Incentive Plan (the “Incentive Plan Proposal”);

6. a proposal to elect seven directors to serve staggered terms on the Board 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”); alternatively, in the event the condition precedent proposals, including the Business Combination Proposal and Charter Proposal, are not approved and our Board continues to have two classes of directors, to elect three directors to serve as Class I directors on the Board 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”); and

7. a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the condition precedent proposals as defined below (the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the condition precedent proposals.

Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully. The Closing is conditioned upon the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Incentive Plan Proposal and Director Election Proposal A (collectively, the “condition precedent proposals”) and the consummation of the Carveout Transaction.

Our publicly-traded common stock, units and warrants are currently listed on The Nasdaq Capital Market under the symbols “FIII,” “FIIIU” and “FIIIW,” respectively. Upon the Closing, we intend to change our name from “Forum Merger III Corporation” to “Electric Last Mile Solutions, Inc.” We have applied to continue the listing of our common stock and warrants on The Nasdaq Capital Market under the symbols “ELMS” and “ELMSW,” respectively, upon the Closing. Our units will automatically separate into the component securities upon consummation of the business combination and, as a result, will no longer trade as a separate security.

Pursuant to the current charter, we are providing our public stockholders with the opportunity to redeem, upon the Closing, shares of Class A common stock then held by them (“public shares”) for a per-share price, payable in cash, equal to the quotient obtained by dividing the aggregate amount then on deposit in the trust account (the “trust account”) that holds the proceeds (including interest) of our initial public offering that closed on August 21, 2020 (our “IPO”) as of two business days prior to the consummation of the business combination, including interest not previously released by us to pay our taxes, by the total number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to public stockholders who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $8,750,000 that we will pay to the underwriters of our IPO or transaction expenses incurred in connection with the business combination. For illustrative

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purposes, based on the fair value of marketable securities held in our trust account of $250,004,042 as of March 31, 2021, the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem their shares even if they vote for the business combination.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i) (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and warrants (the “public warrants”) prior to exercising your redemption rights with respect to the public shares; and

(ii) prior to 5:00 p.m., Eastern time, on [ ], 2021, (a) submit a written request to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through the Depository Trust Company.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of Class A common stock included in the units sold in our IPO without the prior consent of the Company. We have no specified maximum redemption threshold under the current charter, other than the aforementioned 15% threshold and the limitation that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of the business combination. Every share of Class A common stock that is redeemed by our public stockholders will reduce the amount in our trust account, which held marketable securities with a fair value of $250,004,042 as of March 31, 2021. The Merger Agreement provides that ELM’s obligation to consummate the business combination is conditioned on the Company having unrestricted cash on hand of at least $125,000,000. This condition to Closing in the Merger Agreement is for the sole benefit of the parties thereto and may be waived in writing by ELM. If, as a result of redemptions of public shares by our public stockholders, this condition is not met (or waived), then ELM may elect not to consummate the business combination. Holders of our outstanding public warrants do not have redemption rights in connection with the business combination. Unless otherwise specified, the information in the accompanying proxy statement assumes that none of our public stockholders exercise their redemption rights with respect to their public shares.

Forum Investors III LLC, a Delaware limited liability company, and the sponsor of Forum (the “Sponsor”) and our officers and directors have agreed to waive their redemption rights with respect to any public shares they may hold in connection with the consummation of the business combination, and the Class B common stock (the “founder shares”), will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor beneficially owns approximately 21.5% of our issued and outstanding shares of common stock, including all of the founder shares. The Sponsor and our directors and officers have agreed to vote any shares of common stock owned by them in favor of the business combination. The founder shares are subject to transfer restrictions. The current charter includes a conversion adjustment that provides that the founder shares will automatically convert concurrently with or immediately following the business combination into a number of shares of Class A common stock at the Closing, in accordance with the terms of the current charter. As of the Closing, assuming no redemptions, the Sponsor will beneficially own approximately 5.4% of the total number of all shares of common stock outstanding after consummation of the business combination (excluding Earnout Shares, Adjustment Escrow Stock and the 15,000,000 shares underlying the Earnout RSUs (as defined in the accompanying proxy statement)).

We are providing the accompanying proxy statement and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Information about the special meeting, the business combination and other related business to be considered by the Company’s stockholders at the special meeting is included in the accompanying proxy statement. Whether or not you plan to attend the special meeting, we urge all of our stockholders to read the accompanying

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proxy statement, including the Annexes and the accompanying financials statements of the Company and EVAP Operations, carefully and in their entirety. In particular, we urge you to read carefully the section entitled “Risk Factors” beginning on page 53 of the accompanying proxy statement.

After careful consideration, our Board has unanimously approved the Merger Agreement and the business combination, and unanimously recommends that our stockholders vote “FOR” the adoption of the Merger Agreement and approval of the business combination, “FOR” each of the director nominees and “FOR” all of the other proposals presented to our stockholders in the accompanying proxy statement. When you consider our Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that may conflict with your interests as a stockholder. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

Approval of the Business Combination Proposal, the Nasdaq Proposal, the Advisory Charter Proposals (each of which is a non-binding vote), the Incentive Plan Proposal and the Adjournment Proposal each requires the affirmative vote of holders of a majority of the votes cast by our stockholders present in person (which would include presence at the virtual special meeting) or represented by proxy at the special meeting and entitled to vote thereon. Approval of the Charter Proposal requires the affirmative vote of a majority of our outstanding shares entitled to vote thereon at the special meeting.

The election of directors is decided by a plurality of the votes cast by the stockholders present in person (which would include presence at the virtual special meeting) or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. If the condition precedent proposals, including the Business Combination Proposal and Charter Proposal, are approved, we will elect seven directors to our Board, each to serve staggered terms until the 2022, 2023 and 2024 annual meetings of our stockholders, as applicable, commencing at the Closing of the transaction. If the condition precedent proposals are not approved, three directors will be elected to the Board, each to serve a two-year term.

A stockholder’s failure to vote by proxy or to vote in person at the special meeting (which would include voting at the virtual special meeting) will not be counted towards the number of shares of common stock required to validly establish a quorum. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Each of the failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting) and an abstention from voting on any of the Business Combination Proposal, the Nasdaq Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal will have no effect on the outcome of any such proposal, but will have the effect of votes “AGAINST” the Charter Proposal.

Your vote is very important. Whether or not you plan to attend the special meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented at the special meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting. Even if you have voted by proxy, you may still vote during the special meeting by visiting [ ]. To participate in the special meeting, you will need the 12-digit control number assigned by Continental Stock Transfer & Trust Company included on your proxy card or obtained from them via email. Unless waived by the parties to the Merger Agreement, the Closing is conditioned upon the approval of the condition precedent proposals. The election of seven director nominees under the Director Election Proposal is conditioned on the approval of the other condition precedent proposals, including the Charter Proposal. The Advisory Charter Proposals are not conditioned on the approval of any other proposal set forth in the accompanying proxy statement.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the special meeting. If you fail to return your proxy card, and do not attend the

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special meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you are a stockholder of record and you attend the special meeting and wish to vote during the special meeting, you may withdraw your proxy and vote at the special meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT THE COMPANY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the Board, we would like to thank you for your support of Forum Merger III Corporation and look forward to a successful completion of the business combination.

[ ], 2021

Sincerely,

Marshall Kiev

Co-Chief Executive Officer,
President and Director

David Boris

Co-Chief Executive Officer,

Chief Financial Officer and Director

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement is dated [ ], 2021, and is expected to be first mailed to our stockholders on or about [ ], 2021.

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NOTICE OF SPECIAL MEETING IN LIEU OF THE 2021 ANNUAL MEETING
OF STOCKHOLDERS OF FORUM MERGER III CORPORATION

TO BE HELD ON [ ], 2021

To the Stockholders of Forum Merger III Corporation:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2021 annual meeting of the stockholders of Forum Merger III Corporation, a Delaware corporation (the “Company”), will be held on [ ], 2021, at [9:00] a.m., Eastern time at [ ] (the “special meeting”). You are cordially invited to attend the special meeting to conduct the following items of business:

• Proposal No. 1 — Business Combination Proposal — To consider and vote upon a 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 accompanying 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” and such proposal, the “Business Combination Proposal”);

• Proposal No. 2 — Nasdaq Proposal — To consider and vote upon a 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 accompanying 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 “Nasdaq Proposal”);

• Proposal No. 3 — Charter Proposal — To consider and vote upon a proposal to approve the Company’s proposed third amended and restated certificate of incorporation (the “proposed charter”), substantially in the form attached to the accompanying proxy statement as Annex C, in connection with the business combination (the “Charter Proposal”);

• Proposal No. 4 — Advisory Charter Proposals — To consider and act upon the following 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 accompanying 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 (collectively, the “Advisory Charter Proposals”):

• Advisory Charter Proposal A — 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 (“Advisory Charter Proposal A”);

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• Advisory Charter Proposal B — 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 (“Advisory Charter Proposal B”);

• Advisory Charter Proposal C — 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 (“Advisory Charter Proposal C”);

• Advisory Charter Proposal D — to change the name of the new public entity to “Electric Last Mile Solutions, Inc.” from “Forum Merger III Corporation” (“Advisory Charter Proposal D”);

• Advisory Charter Proposal E — 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 (“Advisory Charter Proposal E”);

• Advisory Charter Proposal F — to eliminate various provisions applicable only to blank check companies (“Advisory Charter Proposal F”);

• Advisory Charter Proposal G — to change the classification of the Board 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 (“Advisory Charter Proposal G”); and

• Advisory Charter Proposal H — 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 (“Advisory Charter Proposal H”);

• Proposal No. 5 — Incentive Plan Proposal — To consider and vote upon a proposal to approve a new long-term equity incentive plan (the “Incentive Plan”), substantially in the form attached to the accompanying proxy statement as Annex E, including the authorization of the initial share reserve under the Incentive Plan (the “Incentive Plan Proposal”);

• Proposal No. 6 — Director Election Proposal — to consider and vote upon a proposal to elect seven directors to serve staggered terms on the Board 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 continues to have two classes of directors, to elect three directors to serve as Class I directors on the Board 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”); and

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• Proposal No. 7 — Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the condition precedent proposals (the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the condition precedent proposals.

The above matters are more fully described in the accompanying proxy statement, which also includes, as Annex A-1 and Annex A-2, copies of the Merger Agreement and the First Amendment (as defined in the accompanying proxy statement), respectively. We urge you to read carefully the accompanying proxy statement in its entirety, including the Annexes and accompanying financial statements of the Company, ELM, and EVAP Operations.

In light of ongoing developments related to the novel coronavirus (COVID-19), after careful consideration, the Company has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the special meeting by visiting [ ] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement. The record date for the special meeting is [ ], 2021. Only stockholders of record at the close of business on that date may vote at the special meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Pursuant to the current charter, we are providing our public stockholders with the opportunity to redeem, upon the Closing, shares of Class A common stock then held by them (“public shares”) for a per-share price, payable in cash, equal to the quotient obtained by dividing the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the business combination, including interest not previously released by us to pay our taxes, by the total number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $8,750,000 that we will pay to the underwriters of our initial public offering (“IPO”) or transaction expenses incurred in connection with the business combination. For illustrative purposes, based on the fair value of marketable securities held in our trust account of $250,004,042 as of March 31, 2021, the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem their shares even if they vote for the business combination.

You will be entitled to receive cash for any public shares to be redeemed only if you:

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of the Company. We have no specified maximum redemption threshold under the current charter, other than the aforementioned 15% threshold and the limitation that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of the business combination. Every share of Class A common stock that is redeemed by our public stockholders will reduce the amount in our trust account, which held marketable securities with a fair value of $250,004,042 as of March 31, 2021. The Merger Agreement provides that ELM’s obligation to consummate the business combination is conditioned on the Company having unrestricted cash on hand of at least $125,000,000. This condition to Closing in the Merger Agreement is for the sole benefit of the parties thereto and may be waived in writing by ELM. Holders of our outstanding public warrants do not have redemption rights in connection with the business combination. Unless otherwise specified, the information in the accompanying proxy statement assumes that none of our public stockholders exercise their redemption rights with respect to public shares.

The Sponsor and our officers and directors have agreed to waive their redemption rights with respect to any public shares they may hold in connection with the consummation of the business combination, and the Class B common stock (the “founder shares”), will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor beneficially owns approximately 21.5% of our issued and outstanding shares of common stock, including all of the founder shares. The Sponsor and our directors and officers have agreed to vote any shares of the common stock owned by them in favor of the business combination. The founder shares are subject to transfer restrictions. The current charter includes a conversion adjustment that provides that the founder shares will automatically convert at the time of the business combination into a number of shares of Class A common stock at the Closing, in accordance with the terms of the current charter. As of the Closing, assuming no redemptions, the Sponsor will beneficially own approximately 5.4% of the total number of all shares of common stock outstanding after consummation of the business combination (excluding the additional 5,000,000 shares of common stock that are payable after the closing of the business combination to the ELM securityholders upon satisfaction, during the 36-month period after the closing of the business combination, of certain conditions, 250,000 shares of common stock placed into an adjustment escrow account to secure any downward post-closing purchase price adjustment and the 15,000,000 shares underlying the Earnout RSUs (as defined in the accompanying proxy statement)).

Unless waived by the parties to the Merger Agreement, the Closing is conditioned upon the approval of the condition precedent proposals. The election of seven directors to staggered terms as part of the Director Election Proposal is conditioned on the approval of the condition precedent proposals, including the Charter Proposal. The Advisory Charter Proposals are not conditioned on the approval of any other proposal set forth in the accompanying proxy statement. The consummation of the Carveout Transaction is a condition to the closing of the business combination.

The issuance of 20% or more of our outstanding common stock in connection with the Merger Agreement requires stockholder approval of the Nasdaq Proposal.

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Each of the failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting) and an abstention from voting on any of the Business Combination Proposal, the Nasdaq Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal will have no effect on the outcome of any such proposal, but will have the effect of votes “AGAINST” the Charter Proposal.

Our Board unanimously recommends that you vote “FOR” each of these proposals and “FOR” each of the director nominees.

[ ], 2021

By Order of the Board of Directors,

Marshall Kiev

Co-Chief Executive Officer,
President and Director

David Boris

Co-Chief Executive Officer,
Chief Financial Officer and
Director

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		Page
CERTAIN DEFINED TERMS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		10
SUMMARY TERM SHEET		12
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS		18
SUMMARY OF THE PROXY STATEMENT		34
SUMMARY HISTORICAL FINANCIAL INFORMATION OF THE COMPANY		50
SUMMARY HISTORICAL FINANCIAL INFORMATION OF EVAP OPERATIONS (A COMPONENT OF SERES)		51
SUMMARY HISTORICAL FINANCIAL INFORMATION OF ELM		52
RISK FACTORS		53
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		90
COMPARATIVE SHARE INFORMATION		101
SPECIAL MEETING OF STOCKHOLDERS		103
PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL		111
PROPOSAL NO. 2 — THE Nasdaq PROPOSAL		152
PROPOSAL NO. 3 — THE CHARTER PROPOSAL		154
PROPOSAL NO. 4 — ADVISORY CHARTER PROPOSALS		156
PROPOSAL NO. 5 — THE INCENTIVE PLAN PROPOSAL		161
PROPOSAL NO. 6 — THE DIRECTOR ELECTION PROPOSAL		169
PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL		171
INFORMATION ABOUT THE COMPANY		172
THE COMPANY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		182
INFORMATION ABOUT ELM		187
ELM MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ELM AND EVAP OPERATIONS		199
ELM MANAGEMENT		210
MANAGEMENT AFTER THE BUSINESS COMBINATION		212
EXECUTIVE COMPENSATION		218
DESCRIPTION OF SECURITIES		220
BENEFICIAL OWNERSHIP OF SECURITIES		234
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		237
MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION		241
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		241
APPRAISAL RIGHTS		241
HOUSEHOLDING INFORMATION		242
TRANSFER AGENT AND REGISTRAR		242
SUBMISSION OF STOCKHOLDER PROPOSALS		242
FUTURE STOCKHOLDER PROPOSALS		242
WHERE YOU CAN FIND MORE INFORMATION		243
INDEX TO CONSOLIDATED FINANCIAL INFORMATION		F-1
ANNEX A-1 — AGREEMENT AND PLAN OF MERGER		A-1
ANNEX A-2 — AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER		A-2
ANNEX B — CURRENT CHARTER OF THE COMPANY		B-1
ANNEX C — PROPOSED CHARTER OF THE COMPANY		C-1
ANNEX D — PROPOSED BYLAWS OF THE COMPANY		D-1
ANNEX E — PROPOSED INCENTIVE PLAN		E-1
ANNEX F — FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT		F-1

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		Page
ANNEX G — FORM OF EMPLOYMENT AGREEMENT		G-1
ANNEX H — FORM OF RESTRICTIVE COVENANT AGREEMENT		H-1
ANNEX I — FORM OF ESCROW AGREEMENT		I-1
ANNEX J — FORM OF DIRECTOR NOMINATION AGREEMENT		J-1
ANNEX K — FORM OF SPONSOR SUPPORT AGREEMENT		K-1
ANNEX L — FORM OF SUPPORT AGREEMENT		L-1
ANNEX M — SOKON SUPPLY AGREEMENT		M-1
ANNEX N — SERES ASSET PURCHASE AGREEMENT		N-1
ANNEX O — SERES EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AGREEMENT		O-1
ANNEX P — LETTER AGREEMENT BY FORUM IN FAVOR OF ELM		P-1

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CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Forum” refer to Forum Merger III Corporation, and the term “post-combination company” refers to Electric Last Mile Solutions, Inc. following the consummation of the business combination.

In this proxy statement:

“Action” means any civil, criminal or administrative action, suit, demand, claim, complaint, litigation, investigation, review, audit, formal proceeding, arbitration, hearing or other similar dispute.

“Adjournment Proposal” means the proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the condition precedent proposals.

“Adjustment Escrow Stock” means 250,000 shares of common stock that the Company will place into an adjustment escrow account at the Closing.

“Advisory Charter Proposal A” means the non-binding advisory charter proposal 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.

“Advisory Charter Proposal B” means the non-binding advisory charter proposal 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.

“Advisory Charter Proposal C” means the non-binding advisory charter proposal 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.

“Advisory Charter Proposal D” means the non-binding advisory charter proposal to change the name of the new public entity to “Electric Last Mile Solutions, Inc.” from “Forum Merger III Corporation”.

“Advisory Charter Proposal E” means the non-binding advisory charter proposal to, upon completion of the business combination and the conversion of the Company’s Class B common stock into the Company’s 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 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.

“Advisory Charter Proposal F” means the non-binding advisory charter proposal to eliminate various provisions applicable only to blank check companies.

“Advisory Charter Proposal G” means the non-binding advisory charter proposal to change the classification of the Board 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 Board as nearly as possible.

“Advisory Charter Proposal H” means the non-binding advisory charter proposal 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 DGCL. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. As used in this definition, the term “controls” (including the terms “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of

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the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt; (a) prior to the Closing, ELM shall not be an “Affiliate” of the Company; and (b) following the Closing, ELM shall not be an “Affiliate” of any ELM stockholder prior to the business combination.

“Amended and Restated Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into at the Closing by the Investors and the ELM securityholders, substantially in the form attached to this proxy statement as Annex F.

“Ancillary Agreements” means the proposed charter, the Amended and Restated Registration Rights Agreement, the Employment Agreements, the Restrictive Covenant Agreements, the Escrow Agreement, the Director Nomination Agreement, the Sponsor Support Agreement and the Support Agreement.

“Board” means the board of directors of the Company.

“Business” means the business of ELM as currently conducted or as currently contemplated to be conducted in the future as of the date of the Merger Agreement directly related to the design, development, homologation, manufacture, importation, marketing, promotion, distribution, offering for sale, sale and other commercialization of the electric vehicles currently under development or as currently contemplated to be under development as of the date of the Merger Agreement, including such electric vehicles known as the “Urban Delivery” (Light Duty Platform); “Urban Delivery Variant” (Light Duty Platform); “Urban Utility” (Medium Duty Platform); and “Urban Utility Variant” (Medium Duty Platform).

“business combination” means the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into ELM with ELM surviving the merger in accordance with the DGCL as a wholly owned subsidiary of the Company.

“Business Combination Proposal” means the proposal to approve and adopt the Merger Agreement and approve the transactions contemplated thereby.

“Carveout Transaction” means (i) the effectiveness of the Key Contracts (as defined below), which are attached hereto as Annex M, Annex N and Annex O, and that each such contract is valid and binding and in full force and effect, no written notice of intent to terminate any such contracts has been delivered and that the transactions contemplated by such contracts have been consummated; (ii) the acquisition by ELM of a leasehold interest in, or fee simple title to, the Mishawaka, Indiana manufacturing facility (provided that Forum has agreed that the acquisition of such leasehold interest or fee simple title will not be required 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 in accordance with the SERES Asset Purchase Agreement, which date and time shall be no later than two business days following the Closing); and (iii) the receipt by ELM of key intellectual property rights related to its proposed business from SERES.

“Change in Recommendation” means any failure by the Board to make, amend, change, withdraw, modify, withhold or qualify the unanimous determination by the Board that the business combination is in the best interests of the Company and its stockholders, the approval and declaration of advisability the Merger Agreement, the Merger and the other Transactions by the Board, the recommendation by the Board that the holders of shares of common stock vote in favor of the Parent Stockholder Proposals, subject to a Change in Recommendation as set forth in Section 5.6 of the Merger Agreement, and the direction by the Board that the Merger Agreement and the other Parent Stockholder Proposals be submitted to the holders of shares of common stock for their approval.

“Charter Proposal” means the proposal to approve the proposed charter, substantially in the form attached to this proxy statement as Annex C, in connection with the business combination.

“Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of the Company.

“Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of the Company.

“Closing” means the closing of the business combination.

“Closing Date” means the closing date of the business combination.

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“Closing Merger Consideration” means the aggregate consideration payable to the ELM securityholders at the Closing, payable solely in shares of common stock, valued at $10.00 per share, and calculated as follows: $1,300,000,000, plus the amount of Estimated Closing Date Cash, plus the Pre-Paid Company Transaction Expense Amount, minus the Estimated Closing Date Indebtedness, minus the Convertible Note Adjustment Amount, minus $292,000,000, which represents the value of the 29,200,000 shares of common stock reserved for the Incentive Plan ($150,000,000 of which the value of restricted stock units with vesting terms substantially similar to the Earnout Shares), minus $2,500,000, which represents the value of the Adjustment Escrow Stock, minus $50,000,000, which represents the value of the Earnout Shares, minus $50,000,000, which represents the value of the 5,000,000 shares of common stock to be issued to SERES in accordance with the First Amendment.

“Code” means the Internal Revenue Code of 1986, as amended.

“common stock” means, prior to the Closing, the shares of Class A common stock and Class B common stock and, after the Closing, the shares of common stock, par value $0.0001 per share, of the post-combination company.

“Company” means Forum Merger III Corporation, a Delaware corporation.

“condition precedent proposals” means the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Incentive Plan Proposal and Director Election Proposal A.

“Contract” means any contract, agreement, undertaking, note, mortgage, indenture, arrangement subcontract, lease, sublease, license, sublicense, purchase order, or other obligation, in each case, including any amendment, modification and supplement thereto.

“Convertible Note Adjustment Amount” has the meaning set forth in the Merger Agreement, a copy of which is attached to this proxy statement as Annex A-1.

“current bylaws” means the bylaws of the Company that are currently in effect.

“current charter” means our second amended and restated certificate of incorporation, originally filed with the Secretary of State of the State of Delaware on June 25, 2019 and amended and restated on July 1, 2020, substantially in the form attached to this proxy statement as Annex B.

“DGCL” means the General Corporation Law of the State of Delaware.

“Director Election Proposal A” means the proposal to elect seven directors to serve staggered terms on the Board 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.

“Director Election Proposal B” means, alternatively to Director Election Proposal A, in the event the condition precedent proposals, including the Business Combination Proposal and Charter Proposal, are not approved and our Board continues to have two classes of directors, to elect three directors to serve as Class I directors on the Board 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” means Director Election Proposal A collectively with Director Election Proposal B.

“Director Nomination Agreement” means the director nomination agreement to be entered into at the Closing by the Sponsor and the Company providing the Sponsor certain director nomination rights, including the right to appoint or nominate for election to the Board, as applicable, two individuals, to serve as directors of the Company, substantially in the form attached to this proxy statement as Annex J.

“DTC” means the Depository Trust Company.

“Earnout Shares” means the 5,000,000 shares of common stock that are payable after the Closing to the ELM securityholders upon satisfaction, during the 36-month period after the Closing, of the following conditions: (i) if the closing price of the common stock equals or exceeds $14.00 on any 20 trading days in any 30-consecutive day trading period, then 2,500,000 shares of common stock will be released to the ELM securityholders, and (ii) if the closing price of the common stock equals or exceeds $16.00 on any 20 trading days in any 30-consecutive day trading period, then the remaining 2,500,000 shares of common stock will be released to the ELM securityholders.

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“Effective Time” means the effective time of the business combination.

“ELM” means Electric Last Mile, Inc., a Delaware corporation.

“ELM Board” means the board of directors of ELM.

“ELM Common Stock” means shares of ELM’s common stock, par value $0.001 per share.

“ELM Convertible Notes” means the convertible promissory notes issued by ELM to certain investors in an aggregate principal amount of $25,000,000.

“ELM Facility” means that certain real property generally located at 12900 McKinley Highway, Mishawaka, Indiana, further described on Exhibit A-1 attached to the SERES Asset Purchase Agreement and made a part thereof (the “Land”), together with (1) all buildings (the “Buildings”) and improvements located thereon (the “Improvements”), (2) all rights, benefits, privileges, easements, tenements, hereditaments, rights-of-way and other appurtenances thereon or in any way appertaining thereto, including all mineral rights, development rights, air and water rights, if any, and (3) all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining such Land.

“ELM securityholder” means any holder of ELM’s securities that will receive common stock of the Company at the Closing pursuant to the Merger Agreement.

“ELM stockholder” means a holder of ELM’s common stock, par value $0.001 per share prior to the business combination.

“Employee” means any current employee or former (whether full-or part-time), director, officer or independent contractor (who is a natural person) of ELM.

“Employment Agreements” means, collectively, the employment agreements with Jason Luo, James Taylor, Benjamin Wu and Hailiang (Jerry) Hu, effective as of the Closing, that were entered into in connection with the Merger Agreement, the form of which is attached to this proxy statement as Annex G.

“Escrow Agreement” means the escrow agreement by and among the Company, Jason Luo, in his capacity as the initial Stockholder Representative under the Merger Agreement, and Continental Stock Transfer & Trust Company, as escrow agent, that will be entered into for the purpose of holding and distributing the Earnout Shares and the Adjustment Escrow Stock in accordance with the terms of the Merger Agreement, substantially in the form attached to this proxy statement as Annex I.

“Estimated Closing Date Cash” has the meaning set forth in the Merger Agreement, a copy of which is attached to this proxy statement as Annex A-1.

“Estimated Closing Date Indebtedness” has the meaning set forth in the Merger Agreement, a copy of which is attached to this proxy statement as Annex A-1.

“EVAP Operations” means the Electric Vehicle Assembly Plant Operations, a component of SERES.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Execution Date” means December 10, 2020, the date of the execution of the Merger Agreement.

“First Amendment” means Amendment No. 1 to the Merger Agreement entered into by the Company, Merger Sub, ELM and Jason Luo, in his capacity as the initial stockholder representative of ELM, on May 7, 2021, a copy of which is attached to this proxy statement as Annex A-2.

“founder shares” means the 6,250,000 shares of Class B common stock that are currently owned by the Sponsor.

“GAAP” means United States generally accepted accounting principles.

“Governmental Entity” means any domestic or non-U.S. legislative, administrative or regulatory authority, agency, commission, body, court or other governmental or quasi-governmental entity of competent jurisdiction, including any supranational body.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

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“Incentive Plan” means the incentive compensation plan for eligible service providers of the Company and its subsidiaries that will be in place at the Closing.

“Incentive Plan Proposal” means the proposal to approve the Incentive Plan, substantially in the form attached to this proxy statement as Annex E, including the authorization of the initial share reserve under the Incentive Plan.

“Intellectual Property” means all intellectual property and industrial property rights, including all: (a) works of authorship and expressions, whether or not copyrightable, including copyrights, designs, author, performer, moral and neighboring rights, and all registrations, applications for registration and renewals of such copyrights, and all unregistered design rights, design registrations, design patents, and applications for any of the foregoing (“Copyrights and Design Rights”); (b) trade secrets, business and technical information and know-how and other confidential and proprietary information and all rights therein (“Know-How”); (c) software and firmware, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, algorithms, data collections, computerized databases, and other related specifications and documentation (“Software”); (d) patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other government-issued indicia of invention ownership, including inventor’s certificates, petty patents, and patent utility models (“Patents”), provided that, “Patents” does not include any unregistered design rights, design registrations, design patents, and applications for any of the foregoing; and (e) trademarks, service marks, trade names, brand names, logos, trade dress, and other similar designations of source, sponsorship, association, or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications, and renewals for, any of the foregoing (“Trademarks”), provided that “Trademarks” does not include any unregistered design rights, design registrations, design patents, and applications for any of the foregoing.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investors” means the Sponsor, Jefferies, SERES and the other parties to the Amended and Restated Registration Rights Agreement.

“IPO” means the Company’s initial public offering, consummated on August 21, 2020, through the sale of 25,000,000 units at $10.00 per unit.

“IPO underwriter” means Jefferies.

“Jefferies” means Jefferies LLC.

“Key Contracts” means the SERES Exclusive Intellectual Property License Agreement, the SERES Asset Purchase Agreement and the Sokon Supply Agreement.

“Land Contract” means the land contract to be entered into in connection with the closing of the SERES Asset Purchase Agreement, by and between SERES and ELM.

“Law” or “Laws” means any law, statute, ordinance, common law, rule, regulation, Order or other legal requirement enacted, issued, promulgated, enforced or entered by a Governmental Entity of competent jurisdiction.

“Licensed Intellectual Property” means the following Intellectual Property of EC35 and D51 models that are owned by SERES and Sokon and used in the design, manufacture, development, market, sell, offer to sell, or commercialize the Licensed Products as such Licensed Products are designed, manufactured, marketed and sold as of April 9, 2021: (a) Copyrights and Design Rights, including drawings, plans, specifications, and other engineering documentation, quality control and testing plans, databases, and data collections, and all other written documentation related to the Licensed Products; (b) Know-How, including technical documents for welding, painting and assembling (including 3D data, 2D drawing, technical standard, BOM list), technical protocol, electrical diagram, manufacturing process and flow, configuration data, performance parameters, technical index, technical reports, test reports (if any), operation guidance, and other related technical knowledge, experience, methods or the combination that are not known to the public; and (c) trade secrets, business and technical information and other confidential and proprietary information and rights; provided that, for clarity, “Licensed Intellectual Property” does not include any Patents, any Trademarks, any software, the product model name “EC35” and “D51“, any Copyright or Design Rights in connection

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with the design of the styling of headlights of the Licensed Product, or any Intellectual Property owned by any party other than SERES and its affiliates. A complete list of all Licensed Intellectual Property is attached as Exhibit A to the SERES Exclusive Intellectual Property License Agreement.

“Licensed Products” means urban utility or commercial vehicles currently designated as SERES’s EC35 and D51 models, including skateboards used for urban utility truck, cargo van, and open bed truck vehicles described in Exhibit B to the SERES Exclusive Intellectual Property License Agreement. Licensed Products do not include headlights of both the EC35 and the D51 models, or any parts or components to the vehicles that are supplied by third parties.

“Merger Agreement” means the Merger Agreement, dated as of December 10, 2020, by and among the Company, Merger Sub, ELM, and Jason Luo, in his capacity as the initial stockholder representative thereto, a copy of which is attached to this proxy statement as Annex A-1, as amended by the First Amendment.

“Merger Sub” means ELMS Merger Corp., a Delaware corporation and wholly owned subsidiary of the Company.

“Morrow” means Morrow Sodali, proxy solicitor to the Company.

“Nasdaq Proposal” means the 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 pursuant to the terms of the Merger Agreement, (w) shares of common stock to SERES pursuant to the terms of the Merger Agreement, (x) shares of common stock to certain institutional investors in connection with the PIPE Investment, (y) shares of common stock to the holders of the ELM Convertible Notes upon conversion of the ELM Convertible Notes and (z) shares of common stock reserved for the Incentive Plan.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Order” means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling or writ of any arbitrator, mediator or Governmental Entity.

“Organizational Documents” means (a) the certificate or articles of incorporation, (b) bylaws, (c) any charter, certificate of formation or similar document adopted or filed in connection with the creation, formation or organization of a Person, (d) any limited liability company, partnership or stockholder agreement, and (e) any amendment to any of the foregoing.

“Outside Date” means June 30, 2021.

“Parent” means Forum Merger III Corporation, a Delaware corporation, unless the context indicates otherwise.

“Parent Share Redemption” means the election of an eligible (as determined in accordance with the Company’s Organizational Documents) Parent Stockholder to redeem all or a portion of the shares of common stock held by such stockholder at a per-share price, payable in cash, equal to such Parent Stockholder’s pro rata share of the funds held in the trust account (as determined in accordance with the Company’s Organizational Documents) in connection with the Transactions.

“Parent Stockholder” means a holder of common stock.

“Parent Stockholder Proposals” means, collectively, the following proposals to be voted upon at the Parent Special Meeting: (a) approval and adoption of the Merger Agreement, the Transaction Documents and consummation of the Transactions; (b) the approval, for purposes of complying with applicable listing rules of Nasdaq, of the issuance of equity interests of the Company in connection with the consummation of the Transactions; (c) the approval of the proposed charter; (d) the election of the members of the board of directors of Company in accordance with Section 1.6 of the Merger Agreement; (e) the approval of the Incentive Plan; and (f) the adjourning of the Parent Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the foregoing proposals.

“Parent Special Meeting” means a stockholders’ meeting duly called and held for the purpose of adopting the Merger Agreement by the Company as the sole stockholder of Merger Sub and the approval of the Parent Stockholder Proposals.

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“Party” means each of the signatories to the Merger Agreement.

“Person” means any natural person and any corporation, company, partnership (general or limited), unincorporated association (whether or not having separate legal personality), trust or other entity.

“PIPE Investment” means the private placement equity offering conducted by the Company prior to the Closing pursuant to the Subscription Agreements entered into on or prior to the Execution Date.

“PIPE Investors” means third-party investors with whom the Company has entered into the Subscription Agreements, pursuant to which the PIPE Investors have committed to make a private investment in public equity in the form of common stock up to an aggregate amount of $130,000,000.

“preferred stock” means shares of preferred stock, par value $0.0001 per share of the Company.

“Pre-Paid Company Transaction Expense Amount” has the meaning set forth in the Merger Agreement, a copy of which is attached to this proxy statement as Annex A-1.

“private placement shares” means the shares of Class A common stock included in the private placement units.

“private placement units” means the 741,250 units issued in the concurrent private placement at the time of the IPO to the Sponsor and the IPO underwriter, of which 616,250 are held by the Sponsor and 125,000 are held by the IPO underwriter, with each unit comprising one private placement share and one private placement warrant.

“private placement warrants” means the warrants included in the private placement units issued in the concurrent private placement at the time of the IPO, with each warrant entitling its holder to purchase one share of Class A common stock at a price of $11.50 per share, in accordance with its terms.

“Promissory Note” means the promissory note to be entered into in connection with the closing of the SERES Asset Purchase Agreement by ELM, as maker, in favor of SERES.

“proposed bylaws” means the proposed amended and restated bylaws of the Company, substantially in the form attached to this proxy statement as Annex D, which will become the post-combination company’s bylaws upon the Closing.

“proposed charter” means the proposed third amended and restated certificate of incorporation of the Company, substantially in the form attached to this proxy statement as Annex C, which will become the post-combination company’s certificate of incorporation upon the approval of the Charter Proposal, assuming the consummation of the business combination.

“public shares” means shares of Class A common stock included in the units issued in the Company’s IPO.

“public stockholders” means holders of public shares, including the Sponsor to the extent the Sponsor holds public shares, provided, that, the Sponsor will be considered a public stockholder only with respect to any public shares held by it.

“public warrants” means the warrants included in the units issued in the Company’s IPO, each of which is exercisable for one share of Class A common stock, in accordance with its terms.

“Requisite Parent Vote” means the approval of the Parent Stockholder Proposals by the holders of a majority of the outstanding shares of common stock voting on such matter at a stockholders’ meeting duly called and held for such purpose.

“Restricted Parties” means each of Jason Luo, James Taylor, Benjamin Wu and Hailiang (Jerry) Hu.

“Restrictive Covenant Agreements” means the Restrictive Covenant Agreements, effective as of the Closing, that the Company and each of the Restricted Parties entered into in connection with the Merger Agreement, substantially in the form attached to this proxy statement as Annex H.

“SEC” means the United States Securities and Exchange Commission.

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“SERES” means SF Motors Inc. (d/b/a SERES), a Delaware corporation.

“SERES Asset Purchase Agreement” means the agreement of purchase and sale, dated April 9, 2021, by and between SERES and ELM, a copy of which is attached to this proxy statement as Annex N.

“SERES Exclusive Intellectual Property License Agreement” means the exclusive IP license agreement, dated April 9, 2021, by and between SERES and ELM, a copy of which is attached to this proxy statement as Annex O.

“SERES Exclusive Patent License Agreement” means the exclusive license agreement, dated as of September 10, 2020, by and between ELM and SERES.

“SERES Service Agreement” means the service agreement, dated March 24, 2021, by and between SERES and ELM.

“SERES Group” means collectively, Chongqing Jinkang New Energy Automobile / Vehicle Co., Ltd., Sokon, Chongqing Sokon Industry Group Stock Co., LTY., SERES, and their Affiliates.

“Sokon Supply Agreement” means the supply agreement, dated April 9, 2021, by and between Sokon and ELM, a copy of which is attached to this proxy statement as Annex M.

“Securities Act” means the Securities Act of 1933, as amended.

“Sokon” means Chongqing Sokon Motor (Group) Imp. & Exp. Co., Ltd.

“special meeting” means the special meeting in lieu of the 2021 annual meeting of the stockholders of the Company that is the subject of this proxy statement.

“Sponsor” means Forum Investors III LLC.

“Sponsor Managing Member” means the managing member of the Sponsor.

“Sponsor Parties” means the Sponsor, the Sponsor Managing Member and the managers of the Sponsor Managing Member.

“Sponsor Support Agreement” means the Sponsor Support Agreement that the Company, ELM and the Sponsor Parties entered into in connection with the Merger Agreement, substantially in the form attached as Annex K to this proxy statement, pursuant to which each of the Sponsor Parties agreed to, among other things, vote or cause to be voted (or express consent or dissent in writing, as applicable), all of his, her or its shares of common stock that are entitled to vote to approve and adopt the Merger Agreement and the business combination.

“Subscription Agreements” means subscription agreements that the Company has entered into with the PIPE Investors pursuant to which the PIPE Investors have committed to make a private investment in public equity in the form of common stock up to an aggregate amount of $130,000,000.

“Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries.

“Support Agreements” means support agreements that the Company and ELM stockholders will execute and deliver as a condition to the Closing, substantially in the form attached as Annex L to this proxy statement, pursuant to which each ELM stockholder will agree to, among other things, (i) consent to, and vote to approve and adopt, the Merger Agreement and the business combination, (ii) waive any dissenters’ or approval rights under applicable law in connection with the business combination, and (iii) not transfer, subject to certain permitted exceptions, any of such stockholder’s shares until expiration of the Support Agreement.

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“Transactions” means the transactions contemplated by the Merger Agreement and the other Transaction Documents to which ELM is a party, including the business combination.

“Transaction Documents” means the Merger Agreement, the Support Agreements, the Amended and Restated Registration Rights Agreement, the Escrow Agreement, and the Subscription Agreements.

“Transfer Agent” means Continental Stock Transfer & Trust Company, in its capacity as transfer agent for the Company.

“trust account” means the trust account of the Company that holds the proceeds from the Company’s IPO and the private placement of the private placement units.

“units” means the units of the Company, each consisting of one share of Class A common stock and one public warrant of the Company, whereby each public warrant entitles the holder thereof to purchase share of Class A common stock at an exercise price of $11.50 per share of Class A common stock, sold in the IPO.

“Warrant Agreement” means the Warrant Agreement, dated August 18, 2020, by and between the Company and Continental Stock Transfer & Trust Company, in its capacity as warrant agent for the Company.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our or ELM’s business, as applicable, and the timing and ability for us to complete the business combination. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement in relation to ELM has been provided by ELM and its management team, and forward-looking statements include statements relating to ELM’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Specifically, forward-looking statements may include statements relating to:

• the benefits of the business combination;

• the future financial performance of the post-combination company following the business combination;

• expansion plans and opportunities; and

• other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “hope,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

• the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the Merger Agreement, including the failure by ELM to consummate the Carveout Transaction;

• the outcome of any legal proceedings that may be instituted against ELM or the Company following announcement of the business combination and transactions contemplated thereby;

• the inability to complete the business combination due to the failure to obtain approval of the stockholders of the Company, or other conditions to closing in the Merger Agreement;

• the Company’s inability to consummate another initial business combination if it is unable to consummate the business combination;

• the inability to obtain or maintain the listing of the post-combination company’s common stock on Nasdaq following the business combination;

• the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;

• the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, and the inability of the combined business to grow and manage growth profitably;

• the unpredictability of the effects of COVID-19;

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• costs related to the business combination;

• changes in applicable laws or regulations;

• the inability to profitably expand into new markets;

• the possibility that ELM or the Company may be adversely affected by other economic, business, and/or competitive factors; and

• other risks and uncertainties indicated in this proxy statement, including those set forth under the section entitled “Risk Factors.”

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SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Stockholders” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the special meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Certain Defined Terms.”

• Forum Merger III Corporation, a Delaware corporation, which we refer to as “we,” “us,” “our,” or the “Company,” is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

• There are currently 31,991,250 shares of common stock issued and outstanding, consisting of (i) 25,000,000 public shares, (ii) 6,250,000 founder shares held by the Sponsor, (iii) 616,250 private placement shares held by the Sponsor and (iv) 125,000 private placement shares held by the IPO underwriter. There are currently no shares of Company preferred stock issued and outstanding. In addition, we issued 20,000,000 public warrants to purchase Class A common stock (originally sold as part of the units issued in our IPO) as part of our IPO along with 741,250 private placement units, of which 616,250 private placement units were issued to the Sponsor and 125,000 private placement units were issued to the IPO underwriter, in a private placement concurrently with our IPO. The warrants will become exercisable on the later of 30 days after the completion of the business combination and August 21, 2021, but the Company will not be obligated to deliver any shares upon exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and these warrants will expire five years after the completion of the business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant, if the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. The private placement warrants, however, are non-redeemable so long as they are held by the Sponsor, the IPO underwriter or their permitted transferees. In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. If a business combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to any such Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,200,000 of such Working Capital Loans may be converted into units of the post-combination company at a price of $10.00 per unit. The units would be identical to the private placement units. As of the date of this proxy statement, the Company does not have any Working Capital Loans outstanding. For more information regarding the Company’s warrants, please see the section entitled “Description of Securities.”

• ELM is headquartered in Troy, Michigan and is a Delaware corporation. ELM is currently engaged in limited business activities only. Immediately prior to the consummation of the business combination, ELM will acquire the Electric Vehicle Assembly Plant Operations, a component of SERES. The Carveout Transaction is required to close immediately prior to the business combination and the business combination is subject to the satisfaction or waiver of all other closing conditions in the Merger Agreement, including the approval by Forum stockholders of the proposals set forth in this proxy statement.

• The aggregate consideration payable at the Closing to the ELM securityholders is the Closing Merger Consideration. The Closing is expected to take place in the first half of 2021, subject to the satisfaction or waiver of the closing conditions in the Merger Agreement and the consummation of the Carveout

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Transaction. The Closing Merger Consideration is required to be paid in the form of common stock, valued at $10.00 per share at the Closing, and the contingent right to receive (1) the Earnout Shares, if any, and (2) the Adjustment Escrow Stock, if any, after the Closing is subject to, and, if payable, will be payable in accordance with, the terms and conditions set forth in the Merger Agreement. Five million shares of common stock are payable after the Closing to the ELM securityholders upon satisfaction, during the 36-month period after the Closing (the “Earnout Period”), of the following conditions: (i) if the closing price of the common stock equals or exceeds $14.00 on any 20 trading days in any 30-consecutive day trading period, then 2,500,000 Earnout Shares will be released to the ELM securityholders, and (ii) if the closing price of the common stock equals or exceeds $16.00 on any 20 trading days in any 30-consecutive day trading period, then the remaining 2,500,000 Earnout Shares will be released to the ELM securityholders. Subject to the terms and conditions set forth in the Merger Agreement, if a qualifying Change in Control (as defined in the Merger Agreement) occurs during the Earnout Period, all Earnout Shares not previously released will be released to the ELM securityholders. Any Earnout Shares not released prior to the expiration of the Earnout Period will be forfeited and cancelled. The Company has agreed that, at the Closing, the Company will place 250,000 shares of common stock into an adjustment escrow account to secure any downward post-closing purchase price adjustment. Following the date on which the Closing Merger Consideration is finally determined, all or a portion of those shares of common stock will either be released to the ELM securityholders or released to the Company in accordance with the adjustment mechanisms set forth in Section 2.7 of the Merger Agreement. For more information about the Merger Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement.”

In addition, pursuant to the terms of the First Amendment, the Company will issue, at Closing, 5,000,000 shares of common stock to SERES in satisfaction of ELM’s obligation under the SERES Asset Purchase Agreement to deliver shares of common stock to SERES as compensation for strategic cooperation, consulting services and technical support provided by SERES to ELM prior to the Closing. As a result of such issuance, there will be a corresponding reduction in the aggregate consideration to be paid to the ELM securityholders at Closing (as reflected in the definition of “Closing Merger Consideration” in this proxy statement) in an amount equal to the aggregate value of such issued shares.

• In connection with the transactions contemplated by the Merger Agreement, the Company has entered into Subscription Agreements with the PIPE Investors pursuant to which the Company agreed to issue and sell to the PIPE Investors in private placements to close immediately prior to the Closing, an aggregate of 13 million shares of common stock at $10.00 per share, for an aggregate purchase price of $130,000,000. At the Closing, the PIPE Investors and the Company shall consummate the PIPE Investment pursuant to and in accordance with the terms of the Subscription Agreements.

• On December 10, 2020, ELM issued convertible promissory notes to certain investors in an aggregate principal amount of $25 million. The Company will enter into a joinder to the ELM Convertible Notes with the holders thereof, pursuant to which the outstanding principal and accrued interest on the ELM Convertible Notes will convert at Closing into shares of common stock, at a conversion price per share equal to the product of (i) the price per share paid by the PIPE Investors in the PIPE Investment multiplied by (ii) 0.90909, and the Company will provide registration rights to the holders of the ELM Convertible Notes.

• We anticipate that, upon completion of the business combination, the approximate ownership interests of the Company will be as set forth in the table below:

	Assuming No Redemptions of Public Shares(1)		Assuming Maximum Redemptions of Public Shares(2)
Forum’s Public Stockholders(3)	19.6	%	0.1	%
ELM Securityholders	58.9	%	73.2	%
Sponsor(4)	5.4	%	6.6	%
PIPE Investors	10.1	%	12.6	%
ELM Convertible Note Holders(5)	2.1	%	2.7	%
SERES(6)	3.9	%	4.8	%

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____________

(1) This presentation assumes no holders of Class A common stock exercise their redemption rights with respect to their redeemable Class A common stock upon the Closing.

(2) This presentation assumes that all public shares, or 25.0 million shares, are redeemed, for a total redemption of $250.0 million in shares of Class A common stock.

(3) Includes 125,000 private placement shares held by the IPO underwriter.

(4) Includes the Sponsor and Forum’s current officers and directors. Founder shares are shares of Class B common stock that will be converted into shares of Class A common stock at the Closing on a one-for-one basis.

(5) Does not include accrued interest on the ELM Convertible Notes which will also be converted into shares of common stock at the Closing.

(6) Pursuant to the First Amendment, the Company will issue, at Closing, 5,000,000 shares of common stock to SERES in satisfaction of ELM’s obligation under the SERES Asset Purchase Agreement to deliver shares of common stock to SERES as compensation for strategic cooperation, consulting services and technical support provided by SERES to ELM prior to the Closing.

The ownership percentages set forth above were calculated based on the amounts set forth in the sources and uses table on page 142 of this proxy statement do not take into account (i) warrants that will remain outstanding immediately following the business combination and may be exercised thereafter (commencing on the later of 30 days after the Closing and August 21, 2021); (ii) the Earnout Shares; or (iii) the issuance of any shares upon completion of the business combination under the Incentive Plan, substantially in the form attached to this proxy statement as Annex E. Founder shares will be converted into shares of common stock at the Closing on a one-for-one basis. For more information, please see the sections entitled “Summary of the Proxy Statement — Impact of the Business Combination on the Company’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information.”

• Our management and Board considered various factors in determining whether to approve the Merger Agreement and the business combination. For more information about our decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Our Board’s Reasons for the Approval of the Business Combination.”

• Pursuant to the current charter, in connection with the business combination, holders of our public shares may elect to have their Class A common stock redeemed for cash at the applicable redemption price per share calculated in accordance with the current charter. As of March 31, 2021, this would have amounted to approximately $10.00 per share. If a holder exercises his, her, or its redemption rights, then the holder will exchange his, her, or its public shares for cash and will no longer own shares of the post-combination company and will not participate in the future growth of the post-combination company, if any. Such a holder will be entitled to receive cash for his, her, or its public shares only if he, she, or it properly demands redemption and delivers his, her, or its shares (either physically or electronically) to the Transfer Agent at least two business days prior to the special meeting. Please see the section entitled “Special Meeting of Stockholders — Redemption Rights.”

• In addition to voting on the Business Combination Proposal, stockholders are being asked to vote on the following proposals at the special meeting:

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Merger Agreement, (x) shares of common stock to certain institutional investors in connection with the PIPE Investment, (y) shares of common stock to the holders of the ELM Convertible Notes upon conversion of the ELM Convertible Notes and (z) shares of common stock reserved for the Incentive Plan;

• Proposal No. 3 — Charter Proposal — To consider and vote upon a proposal to approve the proposed charter, substantially in the form attached to this proxy statement as Annex C, in connection with the business combination;

• Proposal No. 4 — Advisory Charter Proposals — To consider and act upon the following proposals to approve and adopt, on a non-binding advisory basis, certain differences between the current charter and the proposed charter, which are being presented in accordance with the requirements of the SEC as eight separate sub-proposals:

• Advisory Charter Proposal D — to change the name of the new public entity to “Electric Last Mile Solutions, Inc.” from “Forum Merger III Corporation”;

• Advisory Charter Proposal E — to, upon completion of the business combination and the conversion of the Company’s Class B common stock into the Company’s 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 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;

• Advisory Charter Proposal F — to eliminate various provisions applicable only to blank check companies;

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• Proposal No. 5 — Incentive Plan Proposal — To consider and vote upon a proposal to approve the Incentive Plan, substantially in the form attached to this proxy statement as Annex E, including the authorization of the initial share reserve under the Incentive Plan;

• Proposal No. 6 — Director Election Proposal — To consider and vote upon a proposal to elect seven directors to serve staggered terms on the Board 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; alternatively, in the event the condition precedent proposals, including the Business Combination Proposal and Charter Proposal, are not approved and our Board continues to have two classes of directors, to elect three directors to serve as Class I directors on the Board 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; and

• Proposal No. 7 — Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the condition precedent proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the condition precedent proposals.

Please see the sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Nasdaq Proposal,” “Proposal No. 3 — The Charter Proposal,” “Proposal No. 4 — The Advisory Charter Proposals,” “Proposal No. 5 — The Incentive Plan Proposal,” “Proposal No. 6 — The Director Election Proposal” and “Proposal No. 7 — The Adjournment Proposal.” The business combination is conditioned on the approval of the condition precedent proposals at the special meeting. The election of seven director nominees under the Director Election Proposal is conditioned on the approval of the other condition precedent proposals, including the Charter Proposal. The Advisory Charter Proposals are not conditioned on the approval of any other proposal set forth in this proxy statement.

• Upon the Closing, we anticipate increasing the initial size of our Board from six to seven directors. If the conditions precedent proposals, including the Charter Proposal, are approved, the business combination is consummated, our board size is increased and the director nominees are elected to fill the vacant positions pursuant to the Director Election Proposal, our Board will consist of seven directors. Please see the section entitled “Management After the Business Combination.”

• Unless waived by the parties to the Merger Agreement, and subject to applicable law, the Closing is subject to a number of conditions set forth in the Merger Agreement including, among others, the receipt of certain stockholder approvals contemplated by this proxy statement. For more information about the closing conditions to the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Business Combination.”

• The Merger Agreement may be terminated at any time prior to the consummation of the business combination upon agreement of the parties thereto, or by the Company or ELM in specified circumstances. For more information about the termination rights under the Merger Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Termination.”

• The business combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

• In considering the recommendation of our Board to vote for the proposals presented at the special meeting, including the Business Combination Proposal, and for each of the director nominees, you should be aware that aside from their interests as stockholders, the Sponsor and certain of its affiliates and certain members of our Board and officers have interests in the business combination

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that are different from, or in addition to, the interests of our stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating the business combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the special meeting, including the Business Combination Proposal. These interests include, among other things:

• the fact that the Sponsor has agreed not to redeem any of the founder shares in connection with a stockholder vote to approve a proposed initial business combination;

• the fact that the Sponsor paid $25,000 for the founder shares and those securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $62,312,500 based on the closing price of our Class A common stock on Nasdaq on March 31, 2021, but, given the restrictions on those shares, we believe those shares have less value;

• the fact that the Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete an initial business combination by August 21, 2022;

• the fact that the Sponsor paid $6,162,500 for its 616,250 private placement units, and if a business combination is not consummated by August 21, 2022, the proceeds from the sale of the private placement units will be used to fund the redemption of public shares (subject to the requirements of applicable law), and the private placement units, private placement shares and private placement warrants will be worthless;

• the fact that if the trust account is liquidated, including if we are unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have discussed entering into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if the target business or vendor has not executed a waiver of any and all rights to seek access to the trust account;

• the anticipated appointment of our Co-Chief Executive Officer, Chief Financial Officer and Director, David Boris, as a director of the post-combination company;

• the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

• the fact that the Sponsor and our officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses or repaid Working Capital Loans, if any, if an initial business combination is not consummated by August 21, 2022;

• the fact that the consummation of the PIPE Investment between the PIPE Investors and the Company, whereby the Company agreed to issue and sell to the PIPE Investors in private placements to close immediately prior to the Closing an aggregate of 13 million shares of common stock at $10.00 per share for an aggregate purchase price of $130,000,000, is contingent upon the Closing in accordance with the terms of the Subscription Agreements; and

• the fact that at the Closing we will enter into the Amended and Restated Registration Rights Agreement, which provides for registration rights to the Investors and their permitted transferees.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the business combination. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the business combination and the voting procedures for the special meeting, which will be held on [ ], 2021, at [9:00] a.m., Eastern time, at [ ].

Q: Why am I receiving this proxy statement?

A: Our stockholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the business combination, among other proposals. We have entered into the Merger Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into ELM, with ELM surviving the merger in accordance with the DGCL as a wholly owned subsidiary of the Company. We refer to the transactions completed by the Merger Agreement herein as the “business combination.” As a result of the foregoing, we will acquire ELM. You are being asked to vote on the business combination between us and ELM. The aggregate consideration payable at the Closing to the ELM securityholders is the Closing Merger Consideration. The Closing is expected to take place in the first half of 2021, subject to the satisfaction or waiver of the closing conditions in the Merger Agreement and the consummation of the Carveout Transaction. The Closing Merger Consideration is required to be paid in the form of common stock, valued at $10.00 per share at the Closing, and the contingent right to receive (1) the Earnout Shares, if any, and (2) the Adjustment Escrow Stock, if any, after the Closing is subject to, and, if payable, will be payable in accordance with, the terms and conditions set forth in the Merger Agreement. Five million shares of common stock are payable after the Closing to the ELM securityholders upon satisfaction, during the 36-month period after the Closing, of the following conditions: (i) if the closing price of the common stock equals or exceeds $14.00 on any 20 trading days in any 30-consecutive day trading period, then 2,500,000 Earnout Shares will be released to the ELM securityholders, and (ii) if the closing price of the common stock equals or exceeds $16.00 on any 20 trading days in any 30-consecutive day trading period, then the remaining 2,500,000 Earnout Shares will be released to the ELM securityholders. Subject to the terms and conditions set forth in the Merger Agreement, if a qualifying Change in Control (as defined in the Merger Agreement) occurs during the Earnout Period, all Earnout Shares not previously released will be released to the ELM securityholders. Any Earnout Shares not released prior to the expiration of the Earnout Period will be forfeited and cancelled. The Company has agreed that, at the Closing, the Company will place 250,000 shares of common stock into an adjustment escrow account to secure any downward post-closing purchase price adjustment. Following the date on which the Closing Merger Consideration is finally determined, all or a portion of those shares of common stock will either be released to the ELM securityholders or released to the Company in accordance with the adjustment mechanisms set forth in Section 2.7 of the Merger Agreement. Copies of the Merger Agreement and the First Amendment are attached to this proxy statement as Annex A-1 and Annex A-2, respectively.

This proxy statement and its Annexes contain important information about the business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its Annexes.

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Q: When and where is the special meeting?

A: The special meeting will be held on [ ], 2021, at [9:00] a.m., Eastern time at [ ].

In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the Board determined that the special meeting will be a virtual meeting conducted exclusively via live webcast. The Board believes that this is the right choice for the Company and its stockholders at this time, as it permits stockholders to attend and participate in the special meeting while safeguarding the health and safety of the Company’s stockholders, directors and management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting [ ]. To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental Stock Transfer & Trust Company. The meeting webcast will begin promptly at [9:00] a.m., Eastern time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures. Because the special meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the meeting date in order to ensure access.

Q: What are the specific proposals on which I am being asked to vote at the special meeting?

A: The Company’s stockholders are being asked to approve the following proposals:

• Proposal No. 1 — Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Merger Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, including the consummation of the Carveout Transaction, Merger Sub will merge with and into ELM, with ELM surviving the merger in accordance with the DGCL as a wholly owned subsidiary of the Company, and approve the business combination;

• Proposal No. 4 — Advisory Charter Proposals — To consider and act upon the following proposals to approve and adopt, on a non-binding advisory basis, certain differences between the current charter and the proposed charter, which are being presented in accordance with the requirements of the SEC as eight separate sub-proposals:

• Advisory Charter Proposal A — 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 662/3% and a majority, respectively, of the Company’s then-outstanding shares of capital stock entitled to vote generally at an election of directors;

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• Advisory Charter Proposal C — 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 662/3% of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally at an election of directors;

• Advisory Charter Proposal D — to change the name of the new public entity to “Electric Last Mile Solutions, Inc.” from “Forum Merger III Corporation”;

• Advisory Charter Proposal F — to eliminate various provisions applicable only to blank check companies;

• Proposal No. 7 — Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the condition precedent proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the condition precedent proposals.

Q: Are the proposals conditioned on one another?

A: Yes. The business combination is conditioned on the approval of the condition precedent proposals at the special meeting. The election of seven director nominees under the Director Election Proposal is conditioned on the approval of the other condition precedent proposals, including the Charter Proposal. The Advisory Charter Proposals are not conditioned on the approval of any other proposal set forth in this proxy statement. It is important

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for you to note that if the condition precedent proposals do not receive the requisite vote for approval and are not waived by the parties to the Merger Agreement, then we will not consummate the business combination. If we do not consummate the business combination and fail to complete an initial business combination by August 21, 2022, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.

Q: Why is the Company providing stockholders with the opportunity to vote on the business combination?

A: Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of our business combination. The adoption of the Merger Agreement is required under Delaware law and the approval of the business combination is required under the current charter. In addition, such approval is also a condition to the Closing under the Merger Agreement.

Q: What will happen in the business combination?

A: Pursuant to the Merger Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into ELM, with ELM surviving the merger in accordance with the DGCL as our wholly owned subsidiary.

Q: Following the business combination, will the Company’s securities continue to trade on a stock exchange?

A: Yes. We have applied to continue the listing of the post-combination company’s common stock and warrants on Nasdaq under the symbols “ELMS” and “ELMSW,” respectively, upon the Closing. Our units will automatically separate into the component securities upon consummation of the business combination and, as a result, will no longer trade as a separate security.

Q: How has the announcement of the business combination affected the trading price of Class A common stock?

A: On December 10, 2020, the trading date before the public announcement of the business combination, the Company’s units, Class A common stock and warrants closed at $12.45, $11.73 and $2.86, respectively. On [ ], 2021, the trading date immediately prior to the date of this proxy statement, the Company’s units, Class A common stock and warrants closed at $[ ], $[ ] and $[ ], respectively.

Q: How will the business combination impact the shares of the Company outstanding after the business combination?

A: After the business combination, assuming no redemptions, the amount of common stock outstanding will increase to approximately 128,291,250 shares of common stock (assuming that no shares of Class A common stock are redeemed). Additional shares of common stock may be issuable in the future as a result of the issuance of additional shares that are not currently outstanding. The issuance and sale of these shares in the public market could adversely impact the market price of our common stock, even if our business is doing well. The Closing Merger Consideration is required to be paid in the form of common stock, valued at $10.00 per share at the Closing, and the contingent right to receive (1) the Earnout Shares, if any, and (2) the Adjustment Escrow Stock, if any, after the Closing is subject to, and, if payable, will be payable in accordance with, the terms and conditions set forth in the Merger Agreement. Five million shares of common stock are payable after the Closing to the ELM securityholders upon satisfaction, during the 36-month period after the Closing, of the following conditions: (i) if the closing price of the common stock equals or exceeds $14.00 on any 20 trading days in any 30-consecutive day trading period, then 2,500,000 Earnout Shares will be released to the ELM securityholders, and (ii) if the closing price of the common stock equals or exceeds $16.00 on any 20 trading days in any 30-consecutive day trading period, then the remaining 2,500,000 Earnout Shares will be released to the ELM securityholders. Subject to the terms and conditions set forth in the Merger Agreement, if a qualifying Change in Control (as defined in the Merger Agreement) occurs during the Earnout Period, all Earnout Shares not previously released will be released to the ELM securityholders. Any Earnout Shares not released prior to the expiration of the Earnout Period will be forfeited and cancelled. In addition, the Company will place 250,000 shares of common stock into an adjustment escrow account, as described on pages 12-17. Following the date on which the Closing Merger Consideration is finally determined, all or a portion of those shares of common stock will either be released to the ELM securityholders or released to the Company in accordance with the adjustment mechanisms set forth in Section 2.7 of the Merger Agreement.

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Q: Is the business combination the first step in a “going private” transaction?

A: No. The Company does not intend for the business combination to be the first step in a “going private” transaction. One of the primary purposes of the business combination is to provide a platform for ELM to access the U.S. public markets.

Q: Will the management of ELM change in the business combination?

A: We anticipate that all of the executive officers of ELM will remain with the post-combination company. The current directors of the Company, other than David Boris and Neil Goldberg, will resign at the time of the business combination. Jason Luo, James Taylor, Shauna F. McIntyre, Richard N. Peretz, Brian M. Krzanich, David Boris and Neil Goldberg will be appointed to serve as directors of the post-combination company upon completion of the business combination. On November 30, 2020, both David Boris and Neil Goldberg agreed to be appointed to serve as directors of the post-combination company upon completion of the business combination. Please see the section entitled “Management After the Business Combination” for additional information.

Q: What equity stake will current stockholders of the Company hold in the post-combination company after the closing?

A: We anticipate that, upon completion of the business combination, the approximate ownership interests of the company will be as set forth in the table below:

	Assuming No Redemptions of Public Shares(1)		Assuming Maximum Redemptions of Public Shares(2)
Forum’s Public Stockholders(3)	19.6	%	0.1	%
ELM Securityholders	58.9	%	73.2	%
Sponsor(4)	5.4	%	6.6	%
PIPE Investors	10.1	%	12.6	%
ELM Convertible Note Holders(5)	2.1	%	2.7	%
SERES(6)	3.9	%	4.8	%

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(1) This presentation assumes no holders of Class A common stock exercise their redemption rights with respect to their redeemable Class A common stock upon the Closing.

(2) This presentation assumes that all public shares, or 25.0 million shares, are redeemed, for a total redemption of $250.0 million in shares of Class A common stock.

(3) Includes 125,000 private placement shares held by the IPO underwriter.

(5) Does not include accrued interest on the ELM Convertible Notes which will also be converted into shares of common stock at the Closing.

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If the actual facts are different than these assumptions, the percentage ownership retained by our public stockholders following the business combination will be different. The public warrants and private placement warrants will become exercisable on the later of 30 days after the completion of the business combination and August 21, 2021 and will expire five years after the completion of the business combination or earlier upon redemption or liquidation. The Closing Merger Consideration is required to be paid in the form of common stock, valued at $10.00 per share at the Closing, and the contingent right to receive (1) the Earnout Shares, if any, and (2) the Adjustment Escrow Stock, if any, after the Closing is subject to, and, if payable, will be payable in accordance with, the terms and conditions set forth in the Merger Agreement. Five million shares of common stock are payable after the Closing to the ELM securityholders upon satisfaction, during the 36-month period after the Closing, of the following conditions: (i) if the closing price of the common stock equals or exceeds $14.00 on any 20 trading days in any 30-consecutive day trading period, then 2,500,000 Earnout Shares will be released to the ELM securityholders, and (ii) if the closing price of the common stock equals or exceeds $16.00 on any 20 trading days in any 30-consecutive day trading period, then the remaining 2,500,000 Earnout Shares will be released to the ELM securityholders. Subject to the terms and conditions set forth in the Merger Agreement, if a qualifying Change in Control (as defined in the Merger Agreement) occurs during the Earnout Period, all Earnout Shares not previously released will be released to the ELM securityholders. Any Earnout Shares not released prior to the expiration of the Earnout Period will be forfeited and cancelled. In addition, Company will place 250,000 shares of common stock into an adjustment escrow account, as described on pages 12-17, to secure any downward post-closing purchase price adjustment. Following the date on which the Closing Merger Consideration is finally determined, all or a portion of those shares of common stock will either be released to the ELM securityholders or released to the Company in accordance with the adjustment mechanisms set forth in Section 2.7 of the Merger Agreement.

For more information, please see the sections entitled “Summary of the Proxy Statement — Impact of the Business Combination on the Company’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q: Will the Company obtain new financing in connection with the business combination?

A: Yes, in connection with the transactions contemplated by the Merger Agreement, the Company has entered into subscription agreements, each dated December 10, 2020, with the PIPE Investors pursuant to which the Company agreed to issue and sell to the PIPE Investors in private placements to close immediately prior to the Closing, an aggregate of 13 million shares of common stock at $10.00 per share, for an aggregate purchase price of $130,000,000. At the Closing, the PIPE Investors and the Company shall consummate the PIPE Investment pursuant to and in accordance with the terms of the Subscription Agreements.

On December 10, 2020, ELM issued convertible promissory notes to certain investors in an aggregate principal amount of $25 million. The Company will enter into a joinder to the ELM Convertible Notes with the holders thereof, pursuant to which the outstanding principal and accrued interest on the ELM Convertible Notes will convert at Closing into shares of common stock, at a conversion price per share equal to the product of (i) the price per share paid by the PIPE Investors in the PIPE Investment multiplied by (ii) 0.90909, and the Company will provide registration rights to the holders of the ELM Convertible Notes.

Q: What conditions must be satisfied to complete the business combination?

A: There are a number of closing conditions in the Merger Agreement, including the completion of the Carveout Transaction and the approval by the stockholders of the Company of the condition precedent proposals. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement.”

Q: Why is the Company proposing the Nasdaq Proposal?

A: We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a) and (d), which require stockholder approval of certain transactions that result in the issuance of 20% or more of the outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. Assuming no redemptions, we expect to issue approximately 96,300,000 shares of common stock in connection with the business combination. Because we may issue 20% or more of our outstanding common stock as consideration in the business combination, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (d). For more information, please see the section entitled “Proposal No. 2 — The Nasdaq Proposal.”

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Q: Why is the Company proposing the Charter Proposal?

A: We are proposing the Charter Proposal in order to approve the proposed charter, substantially in the form attached to this proxy statement as Annex C. In the judgment of the Board, the proposed charter is necessary to address the needs of the post-combination company.

Pursuant to Delaware law and the Merger Agreement, we are required to submit the Charter Proposal to the Company’s stockholders for approval. Please see the section entitled “Proposal No. 3 — The Charter Proposal” for more information.

Q: Why is the Company proposing the Advisory Charter Proposals?

A: We are requesting that our stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain amendments contained in the proposed charter that materially affect stockholder rights, which are those amendments that will be made to the current charter as reflected in the proposed charter if the Charter Proposal is approved.

This separate vote is not otherwise required by Delaware law separate and apart from the Charter Proposal, but pursuant to SEC guidance, the Company is required to submit these provisions to our stockholders separately for approval. Please see the section entitled “Proposal No. 4 — The Advisory Charter Proposals” for additional information.

Q: Why is the Company proposing the Incentive Plan Proposal?

A: The purpose of the Incentive Plan is to further align the interests of the eligible participants with those of stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company. Please see the section entitled “Proposal No. 5 — The Incentive Plan Proposal” for additional information.

Q: Why is the Company proposing the Director Election Proposal?

A: Upon consummation of the transaction, our Board anticipates increasing its initial size from six directors to seven directors. Assuming the condition precedent proposals, including the Charter Proposal, are approved, and the business combination is consummated, the classification of the Board will change from two classes to three classes, with Class I directors having a term that will expire at the 2022 annual meeting of stockholders, Class II directors having a term that will expire at the 2023 annual meeting of stockholders and Class III directors having a term that will expire at the 2024 annual meeting of stockholders, or, in each case, when their respective successors are duly elected and qualified, or upon such director’s earlier death, resignation, retirement or removal. Our stockholders are being asked to elect seven directors to serve staggered terms on our Board 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; alternatively, in the event the condition precedent proposals, including the Business Combination Proposal and Charter Proposal, are not approved and our Board remains classified, to elect two directors to serve as Class I directors on the Board 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.

The Company believes it is in the best interests of stockholders to allow stockholders to vote upon the election of newly appointed directors. Please see the section entitled “Proposal No. 6 — The Director Election Proposal” for additional information.

Q: Why is the Company proposing the Adjournment Proposal?

A: We are proposing the Adjournment Proposal to allow our Board to adjourn the special meeting to a later date or dates to permit further solicitation of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the condition precedent proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the condition precedent proposals. Please see the section entitled “Proposal No. 7 — The Adjournment Proposal” for additional information.

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Q: What happens if I sell my shares of Class A common stock before the special meeting?

A: The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination. If you transfer your shares of Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

Q: What vote is required to approve the proposals presented at the special meeting?

A: Approval of the Business Combination Proposal, the Nasdaq Proposal, the Advisory Charter Proposals (each of which is a non-binding vote), the Incentive Plan Proposal and the Adjournment Proposal each requires the affirmative vote of holders of a majority of the votes cast by our stockholders present in person (which would include presence at the virtual special meeting) or represented by proxy at the special meeting and entitled to vote thereon. Approval of the Charter Proposal requires the affirmative vote of a majority of our outstanding shares entitled to vote thereon at the special meeting.

Q: What happens if the Business Combination Proposal is not approved?

A: If the Business Combination Proposal is not approved and we do not consummate a business combination by August 21, 2022, the Company will be required to dissolve and liquidate its trust account.

Q: May the Company, the Sponsor or the Company’s directors or officers or their affiliates purchase shares in connection with the business combination?

A: The Sponsor or the Company’s or ELM’s directors, officers or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market prior to the special meeting, although they are under no obligation to do so. Any such purchases that are completed after the record date for the special meeting may include an agreement with a selling stockholder that the stockholder, for so long as he, she or it remains the record holder of the shares in question, will vote in favor of the proposals presented at the special meeting and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the special meeting are approved by the requisite number of votes. If such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Business Combination Proposal and elected to redeem their shares for a portion of the trust account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Business Combination Proposal and the other proposals presented at the special meeting. None of the Sponsor, the Company’s, directors, officers, advisors or their affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.

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Q: How many votes do I have at the special meeting?

A: Our stockholders are entitled to one vote on each proposal presented at the special meeting for each share of common stock held of record as of [ ], 2021, the record date for the special meeting. As of the close of business on the record date, there were [ ] outstanding shares of our common stock.

Q: What constitutes a quorum at the special meeting?

A: A majority of the issued and outstanding shares of common stock entitled to vote as of the record date at the special meeting must be present, in person (which would include presence at the virtual special meeting) or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. Shares held by the Sponsor, who currently beneficially owns approximately 21.5% of our issued and outstanding shares of common stock, will count towards this quorum. In the absence of a quorum, the chairman of the special meeting has the power to adjourn the special meeting. As of the record date for the special meeting, [ ] shares of our Class A common stock would be required to achieve a quorum.

Q: How will the Sponsor and the Company’s directors and officers vote?

A: Prior to our IPO, we entered into agreements with the Sponsor and each of our directors and officers, pursuant to which each agreed to vote any shares of common stock owned by them in favor of the Business Combination Proposal. None of the Sponsor, directors or officers has purchased any shares of our common stock during or after our IPO. As of the date of this proxy statement, neither we nor the Sponsor, directors or officers have entered into any agreement, and are not currently in negotiations, to purchase shares prior to the consummation of the business combination. Currently, the Sponsor beneficially owns approximately 21.5% of our issued and outstanding shares of common stock, including all of the founder shares, and will be able to vote all of those shares at the special meeting. In connection with the entry into the Merger Agreement, the Company, ELM and the Sponsor Parties entered into the Sponsor Support Agreement, substantially in the form attached as Annex K to this proxy statement, pursuant to which each of the Sponsor Parties agreed to, among other things, vote or cause to be voted (or express consent or dissent in writing, as applicable), all of his, her or its shares of common stock that are entitled to vote to approve and adopt the Merger Agreement and the business combination.

Q: What interests do the Sponsor and the Company’s current officers and directors have in the business combination?

A: The Sponsor and certain of its affiliates and certain members of our Board and officers have interests in the business combination that are different from or in addition to (and which may conflict with) your interests. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the business combination, and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the business combination. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

Q: Did the Board obtain a third-party fairness opinion in determining whether or not to proceed with the business combination?

A: No. The current charter does not require our Board to seek a third-party fairness opinion in connection with a business combination unless the target business is affiliated with the Sponsor, directors or officers.

Q: What happens if I vote against the Business Combination Proposal?

A: If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the requisite vote at the special meeting, then the Business Combination Proposal will be approved and, assuming the approval of the other condition precedent proposals and the satisfaction or waiver of the other conditions to closing, the business combination will be consummated in accordance with the terms of the Merger Agreement.

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If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of a majority of the votes cast by our stockholders at the special meeting, then the Business Combination Proposal will fail and we will not consummate the business combination. If we fail to complete an initial business combination by August 21, 2022, then we will be required to dissolve and liquidate the trust account by returning the then-remaining funds in that account to our public stockholders.

Q: Do I have redemption rights?

A: Under the current charter, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. If you are a holder of public shares, you may redeem your public shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the business combination, including interest not previously released to us to pay our taxes, by (ii) the total number of then-outstanding public shares; provided, that, the Company will not redeem any shares of Class A common stock issued in the IPO to the extent that the redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of Class A common stock included in the units sold in our IPO without the prior consent of the Company. Holders of our outstanding public warrants do not have redemption rights in connection with the business combination. The Sponsor and our directors and officers have agreed to waive their redemption rights with respect to any public shares they may hold in connection with the consummation of the business combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on the fair value of marketable securities held in the trust account of $250,004,042 as of March 31, 2021, the estimated per share redemption price would have been approximately $10.00.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i) (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii) prior to 5:00 p.m., Eastern time, on [ ], 2021, (a) submit a written request to the Transfer Agent that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through DTC.

Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account, including interest not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses) in connection with the liquidation of the trust account, unless we complete an alternative business combination prior to August 21, 2022.

Q: Can the Sponsor redeem its founder shares in connection with consummation of the business combination?

A: No. The Sponsor and our officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the consummation of our business combination.

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Q: Is there a limit on the number of shares I may redeem?

A: Yes. A public stockholder, together with any affiliate of the stockholder or any other person with whom the stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our IPO without the prior consent of the Company. Accordingly, all shares in excess of 15% owned by a holder will not be redeemed for cash without the prior consent of the Company. On the other hand, a public stockholder who holds less than 15% of the public shares of Class A common stock may redeem all of the public shares held by the stockholder for cash.

In no event is your ability to vote all of your shares (including those shares held by you in excess of 15% of the shares sold in our IPO) for or against our business combination restricted. We have no specified maximum redemption threshold under the current charter, other than the aforementioned 15% threshold. Every share of Class A common stock that is redeemed by our public stockholders will reduce the amount in our trust account, which held marketable securities with a fair value of $250,004,042 as of March 31, 2021. In no event will we redeem shares of our Class A common stock in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of the business combination.

Q: Is there a limit on the total number of shares that may be redeemed?

A: Yes. The current charter provides that we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of the business combination (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Merger Agreement. Other than this limitation, the current charter does not provide a specified maximum redemption threshold. In addition, the Merger Agreement provides that ELM’s obligation to consummate the business combination is conditioned on the Company having unrestricted cash on hand of at least $125,000,000. If the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus the amounts required to satisfy closing cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash available to us, we may not complete the business combination or redeem any shares, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

Q: Will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights whether you vote your shares of common stock for or against, or whether you abstain from voting on the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the Nasdaq rules.

Q: How do I exercise my redemption rights?

A: In order to exercise your redemption rights, you must (i)(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and (ii) prior to 5:00 p.m., Eastern time, on [ ], 2021, (a) submit a written request to the Transfer Agent that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through DTC. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.

The Transfer Agent’s address is as follows:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

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Please check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of common stock. Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his, her, or its or any other person with whom he, she, or it is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the shares of Class A common stock included in the units sold in our IPO without the prior consent of the Company, which we refer to as the “15% threshold.” Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash without the prior consent of the Company.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that stockholders should generally allow at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to our Transfer Agent prior to the date set forth in these proxy materials, or up to two business days prior to the vote on the proposal to approve the business combination at the special meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s Deposit/Withdrawal At Custodian (DWAC) system, at the stockholder’s option. The requirement for physical or electronic delivery prior to the special meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the business combination is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not we require stockholders seeking to exercise redemption rights to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when delivery must be effectuated.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: The U.S. federal income tax consequences of exercising your redemption rights depends on the particular facts and circumstances. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain United States Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q: If I am a Company warrant holder, can I exercise redemption rights with respect to my public warrants?

A: No. The holders of our public warrants have no redemption rights with respect to our public warrants.

Q: Do I have appraisal rights if I object to the business combination?

A: No. Appraisal rights are not available to holders of our common stock in connection with the business combination.

Q: What happens to the funds held in the trust account upon consummation of the business combination?

A: If the business combination is consummated, the funds held in the trust account will be used to: (i) pay the ELM securityholders; (ii) pay our stockholders who properly exercise their redemption rights; (iii) pay $8,750,000 in deferred underwriting commissions to the underwriters of our IPO, in connection with the business combination; and (iv) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by the Company and other parties to the Merger Agreement in connection with the business combination.

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Q: What happens if the business combination is not consummated?

A: There are certain circumstances under which the Merger Agreement may be terminated. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights. If we fail to complete an initial business combination by August 21, 2022, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the initial public offering price per unit in the IPO. Please see the section entitled “Risk Factors — Risks Related to the Company and the Business Combination.”

The Sponsor has waived any right to any liquidation distribution with respect to these shares and the underwriters of our IPO agreed to waive their rights to their deferred underwriting commission held in the trust account if we do not complete our initial business combination within the required period. In addition, if we fail to complete a business combination by August 21, 2022, there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.

Q: When is the business combination expected to be completed?

A: The Closing is expected to take place in the first half of 2021, subject to the satisfaction or waiver of the conditions described below in the subsection entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Business Combination.” The Merger Agreement may be terminated by the Company or ELM if the Closing has not occurred by June 30, 2021.

For a description of the conditions to the completion of the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Business Combination.”

Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this proxy statement, including the Annexes, and to consider how the business combination will affect you as a stockholder.

You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: How do I vote?

A: Voting of Shares by Holders of Record

If you were the record holder of shares of our common stock as of the record date, you may submit your proxy to vote such shares by mail or at the special meeting.

Voting by Mail

• To submit your proxy by mail, simply mark your proxy card, date and sign it and return it in the postage-paid envelope. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted.

• If you vote by mail, your proxy card must be received no later than [ ], 2021.

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Please carefully consider the information contained in this proxy statement and, whether or not you plan to attend the special meeting, please vote by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

Voting at the Special Meeting

We encourage you to vote by mail. If you attend the special meeting, you may also submit your vote at the special meeting via the special meeting website at [ ], in which case any votes that you previously submitted by mail will be superseded by the vote that you cast at the special meeting. If your proxy is properly completed and submitted, and if you do not revoke it prior to or at the special meeting, your shares will be voted at the special meeting in the manner set forth in proxy statement or as otherwise specified by you. Again, your paper proxy card must be received by mail no later than 11:59 p.m., Eastern time, on [ ], 2021.

• Voting of Shares Held in Street Name

If your shares are held in an account at a broker, bank, or nominee (i.e., in “street name”), you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the broker, bank, or nominee. See the section entitled “Special Meeting of Stockholders — Voting Your Shares — Beneficial Owners” for more information.

Q: What is the difference between a stockholder of record and a “street name” holder?

A: If your shares are registered directly in your name with the Company’s Transfer Agent, you are considered the stockholder of record with respect to those shares, and the proxy materials are being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” The proxy materials are being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all of the proposals presented to the stockholders at this special meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q: What will happen if I abstain from voting or fail to vote at the special meeting?

A: A stockholder’s failure to vote by proxy or to vote in person at the special meeting (which would include voting at the virtual special meeting) will not be counted towards the number of shares of common stock required to validly establish a quorum. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Each of the failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting) and an abstention from voting on any of the Business Combination Proposal, the Nasdaq Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal will have no effect on the outcome of any such proposal, but will have the effect of votes “AGAINST” the Charter Proposal.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders and “FOR” each of the director nominees. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

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Q: How can I vote my shares without attending the special meeting?

A: If you are a stockholder of record of our common stock as of the close of business on the record date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the special meeting. Please note that if you are a beneficial owner of our common stock, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q: May I change my vote after I have returned my proxy card or voting instruction form?

A: Yes. If you are a holder of record of our common stock as of the close of business on the record date, you can change or revoke your proxy before it is voted at the special meeting by:

• delivering a signed written notice of revocation to our Secretary at Forum Merger III Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, Florida 33445, bearing a date later than the date of the proxy, stating that the proxy is revoked;

• signing and delivering a new proxy, relating to the same shares and bearing a later date; or

• attending and voting at the special meeting and voting, although attendance at the special meeting will not, by itself, revoke a proxy.

If you are a beneficial owner of our common stock as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q: Who will solicit and pay the cost of soliciting proxies for the special meeting?

A: The Company will pay the cost of soliciting proxies for the special meeting. The Company has engaged Morrow to assist in the solicitation of proxies for the special meeting. The Company has agreed to pay Morrow a fee of $25,000, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of common stock for their expenses in forwarding soliciting materials to beneficial owners of common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Forum Merger III Corporation
1615 South Congress Avenue, Suite 103
Delray Beach, Florida 33445
Attn: David Boris
Telephone: (212) 739-7860

You may also contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(Banks and brokers can call: (203) 658-9400)
Email: FIII.info@investor.morrowsodali.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our Transfer Agent prior to the special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact our Transfer Agent:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information contained in this proxy statement and does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the Annexes and accompanying financial statements of the Company, ELM, and EVAP Operations, to fully understand the business combination (as described below) before voting on the proposals to be considered at the special meeting (as described below). Please also see the section entitled “Where You Can Find More Information” beginning on page 243 of this proxy statement.

Unless otherwise specified, all share calculations assume (i) no exercise of redemption rights by the Company’s public stockholders; and (ii) no inclusion of any shares of Class A common stock issuable upon the exercise of the Company’s warrants.

Parties to the Business Combination

The Company

The Company is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company was incorporated in Delaware on June 25, 2019.

The Company’s securities are traded on The Nasdaq Capital Market under the ticker symbols “FIII”, “FIIIU” and “FIIIW”. The Company has applied to continue the listing of its common stock and warrants on Nasdaq under the symbols “ELMS” and “ELMSW,” respectively, upon the Closing. The Company’s units will automatically separate into the component securities upon consummation of the business combination and, as a result, will no longer trade as a separate security.

The mailing address of the Company’s principal executive office is 1615 South Congress Avenue, Suite 103, Delray Beach, Florida 33445.

Merger Sub

Merger Sub, a Delaware corporation, is a wholly owned subsidiary of the Company, formed by the Company on December 3, 2020 to consummate the business combination. In the business combination, Merger Sub will merge with and into ELM, with ELM continuing as the surviving entity.

The mailing address of Merger Sub’s principal executive office is 1615 South Congress Avenue, Suite 103, Delray Beach, Florida 33445.

ELM

ELM is a Delaware corporation that was originally incorporated in Michigan on August 20, 2020 and then converted into a Delaware corporation on November 12, 2020.

The mailing address of ELM’s principal executive office is 1055 W. Square Lake Road, Troy, Michigan 48098.

For more information about EVAP Operations, please see the sections entitled “Information About ELM,” “ELM Management’s Discussion and Analysis of Financial Condition and Results of Operations of ELM and EVAP Operations” and “Management After the Business Combination.”

The Business Combination Proposal

On December 10, 2020, the Company, Merger Sub, ELM and Jason Luo, in his capacity as the initial stockholder representative of ELM, entered into the Merger Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into ELM, with ELM surviving the merger in accordance with the DGCL as a wholly owned subsidiary of the Company. For more information about the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal.” Copies of the Merger Agreement and the First Amendment are attached to this proxy statement as Annex A-1 and Annex A-2, respectively.

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Consideration to ELM Securityholders in the Business Combination

The aggregate consideration payable at the Closing to the ELM securityholders is the Closing Merger Consideration. The Closing is expected to take place in the first half of 2021, subject to the satisfaction or waiver of the closing conditions in the Merger Agreement (including the consummation of the Carveout Transaction). The Closing Merger Consideration is required to be paid in the form of common stock, valued at $10.00 per share at the Closing, and the contingent right to receive (1) the Earnout Shares, if any, and (2) the Adjustment Escrow Stock, if any, after the Closing is subject to, and, if payable, will be payable in accordance with, the terms and conditions set forth in the Merger Agreement.

Five million shares of common stock are payable after the Closing to the ELM securityholders upon satisfaction, during the 36-month period after the Closing (the “Earnout Period”), of the following conditions: (i) if the closing price of the common stock equals or exceeds $14.00 on any 20 trading days in any 30-consecutive day trading period, then 2,500,000 Earnout Shares will be released to the ELM securityholders, and (ii) if the closing price of the common stock equals or exceeds $16.00 on any 20 trading days in any 30-consecutive day trading period, then the remaining 2,500,000 Earnout Shares will be released to the ELM securityholders. Subject to the terms and conditions set forth in the Merger Agreement, if a qualifying Change in Control (as defined in the Merger Agreement) occurs during the Earnout Period, all Earnout Shares not previously released will be released to the ELM securityholders. Any Earnout Shares not released prior to the expiration of the Earnout Period will be forfeited and cancelled.

The Company has agreed that, at the Closing, the Company will place 250,000 shares of common stock into an adjustment escrow account (which is referred to elsewhere herein as the Adjustment Escrow Stock) to secure any downward post-closing purchase price adjustment. Following the date on which the Closing Merger Consideration is finally determined, all or a portion of those shares of common stock will either be released to the ELM securityholders or released to the Company in accordance with the adjustment mechanisms set forth in Section 2.7 of the Merger Agreement.

For more information about the consideration to the ELM securityholders, please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Carveout Transaction

On April 9, 2021, ELM entered into the Key Contracts, which collectively will give ELM the ability to produce electric commercial vehicles in the United States. These agreements contemplate the acquisition by ELM of the Mishawaka, Indiana manufacturing facility and the use of certain intellectual property of SERES, the supply of inventory from Sokon, and other arrangements required to operate the EVAP Operations on a standalone basis.

The business combination is subject to a number of closing conditions relating to the Carveout Transaction, including, among other things, (i) the effectiveness of the Key Contracts, and that each Key Contract is valid and binding and in full force and effect, no written notice of intent to terminate any such Key Contract has been delivered and that the transactions contemplated by the Key Contracts have been consummated; (ii) the acquisition by ELM of a leasehold interest in, or fee simple title to, the Mishawaka, Indiana manufacturing facility (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 in accordance with the SERES Asset Purchase Agreement, which date and time shall be no later than two business days following the Closing); and (iii) the receipt by ELM of key intellectual property rights related to its proposed business from SERES. The Carveout Transaction is required to close immediately prior to the business combination and the business combination is subject to the satisfaction or waiver of all other closing conditions in the Merger Agreement, including the approval by the Company’s stockholders of the proposals set forth in this proxy statement. ELM is currently engaged in limited business activities only and its ability to carry out its business plans and strategies in the future is contingent upon the Closing of the business combination.

For more information regarding the Key Contracts see the sections entitled “Information About ELM — Key Contracts.”

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Key Contracts

SERES Asset Purchase Agreement

On April 9, 2021, ELM and SERES entered into the SERES Asset Purchase Agreement regarding the purchase of that certain real property located at 12900 McKinley Highway, Mishawaka, Indiana (the “ELM Facility”), including the improvements thereon and the tangible personal property, including equipment, machinery and supplies, and all intangible personal property, if any, owned by SERES, including any plans and specifications and other architectural and engineering drawings for the improvements and any material service contracts to the extent assignable to ELM at SERES’s cost. SERES shall deliver possession of the ELM Facility to ELM on a date and time as the parties may mutually agree, but in no event later than the date which is two business days after all closing conditions under the SERES Asset Purchase Agreement are satisfied (such date of satisfaction being the “Transfer of Possession”), one of which includes the Closing of the business combination. SERES shall convey fee simple title to the ELM Facility and assign its leasehold interest in the parking lot upon the payment of the ELM Facility Purchase Price (as defined below) by ELM pursuant to the SERES Asset Purchase Agreement, the Promissory Note and the Land Contract.

Pursuant to the SERES Asset Purchase Agreement, ELM agreed to pay SERES $145,000,000 (the “ELM Facility Purchase Price”) for the ELM Facility, including related tangible and intangible personal property, allocated and payable as follows:

$90,000,000 is preliminarily allocated to the real property that is being sold pursuant to the Land Contract with the following payment schedule:

— $18,620,689.66 at the Transfer of Possession; and

— $3,103,448.28 in 23 consecutive monthly installments.

$55,000,000 is preliminarily allocated to all property that is not real property and at the Transfer of Possession, ELM will pay SERES $11,379,310.34. The remainder is secured by a Promissory Note and an irrevocable letter of credit naming SERES as beneficiary, each in the amount of $43,620,689.66, issued and received by SERES at or prior to the Transfer of Possession, and with the following payment schedule:

— $1,896,551.72 on the last day of the month in which the Promissory Note is issued;

— $11,896,551.72 on the last day of the month that is the month following the calendar month in which the Promissory Note is issued; and

— $1,420,361.25 in 21 consecutive monthly installments, with the first such monthly installment payable in the second month following the month in which the Promissory Note is issued.

Pursuant to the SERES Asset Purchase Agreement, the Transfer of Possession is contingent upon the Company’s delivery of 5,000,000 shares of common stock of the Company as consideration for certain strategic cooperation, consulting services and technical support provided by SERES. The value of the shares of common stock to be issued to SERES is not included in the ELM Facility Purchase Price, however, an estimated value of such shares has been reflected in the preliminary purchase price and allocation of fair value in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”.

The Promissory Note provides that monetary and non-monetary breaches or defaults under any one of the Promissory Note, the SERES Asset Purchase Agreement, the Land Contract or the sublease may entitle SERES to draw on the letter of credit and accelerate the amounts due and payable under the Promissory Note. Additionally, if there is a monetary or non-monetary default under either the Land Contract or the sublease, SERES has the right to evict ELM from the ELM Facility, terminate both the Land Contract and the sublease and retain all payments made thereunder.

The SERES Asset Purchase Agreement contains limited representations and warranties of the parties to one another, and ELM has agreed to purchase the ELM Facility on an “as is, where is” basis. Subject to any available remedies SERES may have under its purchase of the ELM Facility in 2017, which SERES would pursue at ELM’s cost, ELM has also agreed to assume liability for any cleanup, remediation or removal of hazardous substances or other environmental conditions on the property that is required after the Transfer of Possession, regardless of whether such conditions occurred prior to or after the Transfer of Possession, and ELM shall indemnify SERES in connection with such liability.

For more information about the SERES Asset Purchase Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Key Contracts — SERES Asset Purchase Agreement.”

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SERES Exclusive Intellectual Property License Agreement

On April 9, 2021, ELM and SERES entered into the SERES Exclusive Intellectual Property License Agreement. The SERES Exclusive Intellectual Property License Agreement provides that SERES will license to ELM the Licensed Intellectual Property (e.g., certain intellectual property owned by SERES and Sokon used in the design, manufacture, development, marketing, sale, offering for sale, or commercialization of urban utility and commercial vehicles currently designated as SERES’s EC35 and D51 models, including skateboards used for urban utility truck, cargo van and open bed truck vehicles from SERES described in the exhibits to the agreement (but excluding the headlights of both models or any parts or components to the vehicles supplied by third parties) (the “Licensed Products”)). The Licensed Intellectual Property does not include any patents, trademarks, software, the product model names “EC35” and “D51”, any copyrights or design rights in connection with the design and styling of headlights of the licensed products, or any IP owned by any party other than SERES and its affiliates. Pursuant to the terms of the SERES Exclusive Intellectual Property License Agreement, SERES granted to ELM a non-sublicensable, non-transferable, perpetual, irrevocable, royalty-bearing, exclusive (as further described below) right and license under the Licensed Intellectual Property to make, have made, use, import, sell, and offer for sale the Licensed Products in the U.S., Canada and Mexico (the “Territory”). All of the Licensed Intellectual Property is provided “as is” and without any warranty of any kind, whether express, implied, statutory or otherwise.

Until April 9, 2051, SERES agrees to not authorize or grant any others any right under the Licensed Intellectual Property to make, have made, import, use, market, offer for sale, or sell (a) any vehicles that are similar to or compete with the Licensed Products in the U.S., Canada and Mexico, and (b) any vehicles outside the U.S., Canada and Mexico where SERES knows (or would reasonably be expected to know) that such vehicle is intended for sale within the U.S., Canada or Mexico, provided, however, that such exclusivity shall terminate (and the licenses granted to ELM shall become non-exclusive) if (a) the aggregate Licensed Product sold by ELM during the first two years does not exceed 10,000 units or (b) the aggregate Licensed Product sold by ELM during the first 10 years does not exceed 100,000 units. Nothing in the SERES Exclusive Intellectual Property License Agreement prevents SERES from selling any products (including the Licensed Products) within or outside the Territory.

Pursuant to the SERES Exclusive Intellectual Property License Agreement, ELM agreed to pay SERES a fixed royalty fee of $5,000,000 within 30 days of April 9, 2021 and a unit royalty fee of $100 per Licensed Product vehicle up to the first 100,000 units sold by ELM within the U.S., Canada and Mexico. ELM’s license from SERES is perpetual, subject to early termination by mutual consent, by either party in the event that the other party defaults in the performance of any of its obligations under the SERES Exclusive Intellectual Property License Agreement, and/or by either party becoming the subject of bankruptcy or insolvency proceedings.

For more information about the SERES Exclusive Intellectual Property License Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Key Contracts — SERES Exclusive Intellectual Property License Agreement.”

Sokon Supply Agreement

On April 9, 2021, ELM and Sokon entered into the Sokon Supply Agreement which provides that during each of calendar years 2021, 2022 and 2023, ELM agrees to procure from Sokon a certain forecasted minimum amount of equipment, goods and components used in the manufacture of electric commercial vehicles (the “Sokon Supplies”). If ELM fails to meet the annual minimum quantity for any such year, Sokon has the right to terminate the agreement and any other rights or remedies which may be available at law or in equity. Products would be purchased pursuant to mutually agreeable binding purchase orders which would set forth the quantities, prices and delivery dates of the products to be purchased. Product prices for new purchase orders will be subject to change by Sokon from time to time with appropriate notice to ELM.

The Sokon Supply Agreement will be effective as of the Transfer of Possession and will remain in effect for a period of five years. In the event that ELM materially breaches the terms of the SERES Asset Purchase Agreement, Sokon has the right to suspend its obligations under the Sokon Supply Agreement, including suspension of delivery of all orders, until ELM provides performance assurance satisfactory to Sokon.

For more information about the Sokon Supply Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Key Contracts — Sokon Supply Agreement.”

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Ancillary Agreements

Restrictive Covenant Agreements

In connection with the entry into the Merger Agreement and effective as of the Closing, the Company entered into Restrictive Covenant Agreements with each of the Restricted Parties, substantially in the form attached as Annex H to this proxy statement. Pursuant to the terms of the Restrictive Covenant Agreements, the Restricted Parties have each agreed to certain non-compete, non-solicit and non-disparagement provisions.

Employment Agreements

In connection with the entry into the Merger Agreement and effective as of the Closing, ELM entered into the Employment Agreements with Jason Luo, James Taylor, Benjamin Wu and Hailiang (Jerry) Hu, substantially in the form attached as Annex G to this proxy statement. Pursuant to the Merger Agreement, after the Closing, the executive officers of ELM immediately prior to the Closing will be the executive officers of the Company and the surviving corporation of the business combination. For additional information, see the section entitled “Executive Compensation — ELM.”

Escrow Agreement

At the Closing, the Company and Jason Luo, in his capacity as the initial Stockholder Representative of ELM under the Merger Agreement, will enter into, substantially in the form attached as Annex I to this proxy statement, an Escrow Agreement with the Sponsor and Continental Stock Transfer & Trust Company, as escrow agent, for the purpose of holding and distributing the Earnout Shares and the Adjustment Escrow Stock in accordance with the terms of the Merger Agreement.

Director Nomination Agreement

At the Closing, the Sponsor and the Company will enter into the Director Nomination Agreement, substantially in the form attached as Annex J to this proxy statement, providing the Sponsor certain director nomination rights, including the right to appoint or nominate for election to the Board, as applicable, two individuals, to serve as directors of the Company, for a certain period following the Closing.

Amended and Restated Registration Rights Agreement

At the Closing, the Company will enter into the Amended and Restated Registration Rights Agreement, substantially in the form attached as Annex F to this proxy statement, with the Sponsor, Jefferies, SERES and the other parties thereto (collectively referred to herein as the Investors), which, among other things, amends and restates the registration rights agreement entered into by and among the Company, the Company’s initial directors and officers, the Sponsor and Jefferies at the time of the Company’s IPO. Pursuant to the terms of the Amended and Restated Registration Rights Agreement, among other things, the Company will be obligated to file, not later than 30 days after the Closing, a registration statement covering the shares of common stock issued or issuable to the ELM securityholders and SERES pursuant to the Merger Agreement and the shares of common stock (including the shares of common stock issuable upon exercise of the private placement warrants) held by the Sponsor or Jefferies immediately after the Closing of the business combination (including without limitation, giving effect to the conversion of shares of Class B common stock into Class A common stock and subsequent conversion into shares of common stock upon the Closing of the business combination).

Pursuant to the Amended and Restated Registration Rights Agreement, the Sponsor will agree that it will not transfer shares of common stock held by it prior to the earlier of (x) twelve months after the Closing, (y) the date on which the last sales price of the common stock equals or exceeds $12.00, subject to adjustment as provided therein, for any 20 trading days in any 30-trading day period commencing at least 150 days after the business combination and (z) the date on which the Company completes a transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Each of the Sponsor and Jefferies will agree that they will not transfer private placement units (or any securities underlying the private placement units) until 30 days after the Closing. ELM securityholders will agree that they will not transfer shares of common stock received as consideration in the business combination until six months after the Closing; provided, that, each of Jason Luo, James Taylor, and SERES will agree that they will not transfer (i) any shares of common stock received pursuant to the Merger Agreement until 12 months after the Closing and (ii) 50% of such shares until 24 months after the Closing.

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Sponsor Support Agreement

In connection with the entry into the Merger Agreement, the Company, ELM and the Sponsor Parties entered into the Sponsor Support Agreement, substantially in the form attached as Annex K to this proxy statement, pursuant to which each of the Sponsor Parties agreed to, among other things, vote or cause to be voted (or express consent or dissent in writing, as applicable), all of his, her or its shares of common stock that are entitled to vote to approve and adopt the Merger Agreement and the business combination.

Support Agreement

As a condition to the Closing, the Company and ELM stockholders will execute and deliver support agreements, substantially in the form attached as Annex L to this proxy statement, pursuant to which each ELM stockholder will agree to, among other things, (i) consent to, and vote to approve and adopt, the Merger Agreement and the business combination, (ii) waive any dissenters’ or approval rights under applicable law in connection with the business combination, and (iii) not transfer, subject to certain permitted exceptions, any of such stockholder’s shares until expiration of the Support Agreement.

Organizational Structure

The post-combination company immediately following the business combination will consist of Electric Last Mile Solutions, Inc. (f/k/a Forum Merger III Corporation) and its wholly owned subsidiary Electric Last Mile, Inc. ELM has no subsidiaries.

PIPE Investment

In connection with the transactions contemplated by the Merger Agreement, the Company has entered into the Subscription Agreements with the PIPE Investors pursuant to which the Company agreed to issue and sell to the PIPE Investors in private placements to close immediately prior to the Closing, an aggregate of 13 million shares of common stock at $10.00 per share, for an aggregate purchase price of $130,000,000. At the Closing, the PIPE Investors and the Company shall consummate the PIPE Investment pursuant to and in accordance with the terms of the Subscription Agreements. For more information regarding the PIPE Investment, see the section entitled “Proposal No. 1 — The Business Combination Proposal — PIPE Investment.”

The ELM Convertible Notes

Redemption Rights

Pursuant to the current charter, holders of public shares may elect to have their public shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the business combination, including interest (which interest shall be net of taxes payable), by (ii) the total number of then-outstanding public shares. As of March 31, 2021, this would have amounted to approximately $10.00 per share.

You will be entitled to receive cash for any public shares to be redeemed only if you:

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Notwithstanding the foregoing, a holder of public shares, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the shares of Class A common stock included in the units sold in our IPO without the prior consent of the Company.

If a holder exercises his, her or its redemption rights, then that holder will be exchanging his, her or its public shares for cash and will no longer own shares of the post-combination company. Such a holder will be entitled to receive cash for its public shares only if he, she or it properly demands redemption and delivers his, her or its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section entitled “Special Meeting of Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Impact of the Business Combination on the Company’s Public Float

We anticipate that, upon completion of the business combination, the approximate ownership interests of the Company will be as set forth in the table below:

	Assuming No Redemptions of Public Shares(1)		Assuming Maximum Redemptions of Public Shares(2)
Forum’s Public Stockholders(3)	19.6	%	0.1	%
ELM Securityholders	58.9	%	73.2	%
Sponsor(4)	5.4	%	6.6	%
PIPE Investors	10.1	%	12.6	%
ELM Convertible Note Holders(5)	2.1	%	2.7	%
SERES(6)	3.9	%	4.8	%

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(1) This presentation assumes no holders of Class A common stock exercise their redemption rights with respect to their redeemable Class A common stock upon the Closing.

(2) This presentation assumes that all public shares, or 25.0 million shares, are redeemed, for a total redemption of $250.0 million in shares of Class A common stock.

(3) Includes 125,000 private placement shares held by the IPO underwriter.

(5) Does not include accrued interest on the ELM Convertible Notes which will also be converted into shares of common stock at the Closing.

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The issuance of 20% or more of our outstanding shares of common stock in connection with the Merger Agreement requires stockholder approval of the Nasdaq Proposal.

For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Board of Directors of the Company Following the Business Combination

Upon approval of the condition precedent proposals and consummation of the business combination, we will have a staggered board consisting of three classes, and our Board anticipates increasing its initial size from six directors to seven directors, with Class I directors having a term that expires at the next annual meeting of stockholders following the effectiveness of the proposed charter, Class II directors having a term that expires at the second annual meeting of stockholders following the effectiveness of the proposed charter and Class III directors having a term that expires at the third annual meeting of stockholders following the effectiveness of the proposed charter, or, in each case, when his or her successor is elected and qualified, or, in each case, upon his or her earlier death, resignation, retirement or removal. Pursuant to the terms of the Director Nomination Agreement, of the seven directors to be elected to our Board, five will be designated by ELM and two will be designated by the Sponsor.

The Advisory Charter Proposals

The Advisory Charter Proposals are being presented in accordance with SEC guidance, will be voted upon on an advisory basis, and are not binding on the Company. Upon the Closing and assuming the approval at the special meeting of the Charter Proposal, the current charter will be amended to reflect various differences between it and the proposed charter, including some that materially affect stockholder rights.

Please see the section entitled “Proposal No. 4 — The Advisory Charter Proposals” for more information.

Other Proposals

In addition to the Business Combination Proposal and the Advisory Charter Proposals, at the special meeting, the stockholders of the Company will also be asked to vote on:

• A 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 pursuant to the terms of the Merger Agreement, (w) shares of common stock to SERES pursuant to the terms of the Merger Agreement, (x) shares of common stock to certain institutional investors in connection with the PIPE Investment, (y) shares of common stock to the holders of the ELM Convertible Notes upon conversion of the ELM Convertible Notes and (z) shares of common stock reserved for the Incentive Plan;

• A proposal to approve the Company’s proposed charter, substantially in the form attached to this proxy statement as Annex C, in connection with the business combination;

• A proposal to approve the Incentive Plan, substantially in the form attached to this proxy statement as Annex E, including the authorization of the initial share reserve under the Incentive Plan;

• A proposal to elect seven directors to serve staggered terms on the Board 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; alternatively, in the event the

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condition precedent proposals, including the Business Combination Proposal and Charter Proposal, are not approved and our Board continues to have two classes of directors, to elect three directors to serve as Class I directors on the Board 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; and

• A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the condition precedent proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the condition precedent proposals.

Please see the sections entitled “Proposal No. 2 — The Nasdaq Proposal,” “Proposal No. 3 — The Charter Proposal,” “Proposal No. 5 — The Incentive Plan Proposal,” “Proposal No. 6 — The Director Election Proposal” and “Proposal No. 7 — The Adjournment Proposal” for more information.

Date, Time and Place of Special Meeting

The special meeting will be a virtual meeting conducted exclusively via live webcast starting at [9:00] a.m., Eastern time, on [ ], 2021, or at such other date, time and place to which the meeting may be adjourned or postponed, to consider and vote upon the proposals. You may attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting [ ] and entering your 12-digit control number, which is either included on the proxy card you received or obtained through Continental Stock Transfer & Trust Company. Because the special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

Registering for the Special Meeting

Pre-registration at [ ] is recommended but is not required in order to attend.

Any stockholder wishing to attend the virtual meeting should register for the meeting by [ ], 2021. To register for the special meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

• If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only special meeting, go to [ ], enter the 12-digit control number included on your proxy card or obtained through Continental Stock Transfer & Trust Company and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

• Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the meeting date in order to ensure access.

Voting Power; Record Date

Only stockholders of record at the close of business on [ ], 2021, the record date for the special meeting, will be entitled to vote at the special meeting. You are entitled to one vote for each share of common stock that you owned as of the close of business on the record date.

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If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were [31,991,250] shares of common stock outstanding and entitled to vote, of which [25,741,250] are shares of Class A common stock and [6,250,000] are shares of Class B common stock held by the Sponsor.

Accounting Treatment

The business combination is expected to be accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under this method of accounting Forum will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on ELM securityholders expecting to have a majority of the voting power of the combined company, ELM comprising the ongoing operations of the combined entity, ELM comprising a majority of the governing body of the combined company, and ELM’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of ELM issuing stock for the net assets of Forum, accompanied by a recapitalization. Assuming this treatment, the net assets of Forum will be stated at historical cost, with no goodwill or other intangible assets recorded.

Appraisal Rights

Appraisal rights are not available to our stockholders in connection with the business combination.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. The Company has engaged Morrow to assist in the solicitation of proxies.

If a stockholder grants a proxy, he, she or it may still vote his, her or its shares at the special meeting or if he, she or it revokes its proxy before the special meeting. A stockholder may also change his, her or its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting of Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of our Board to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and certain of its affiliates and certain members of our Board and officers have interests in the business combination that are different from, or in addition to, those of our other stockholders. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the business combination, and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the business combination. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

These interests include, among other things:

• the fact that the Sponsor has agreed not to redeem any of the founder shares in connection with a stockholder vote to approve a proposed initial business combination;

• the fact that the Sponsor paid $6,162,500 for its 616,250 units, at a price of $10.00 per unit, with each unit consisting of one share of Class A common stock and one warrant exercisable to purchase one share of common stock at a price of $11.50 per share in a private placement, and that the private placement warrants will expire worthless if a business combination is not consummated by August 21, 2022;

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• the anticipated appointment of our Co-Chief Executive Officer, Chief Financial Officer and Director, David Boris, as a director of the post-combination company;

• the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

• the fact that the Sponsor and our officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses or repaid the Working Capital Loans, if any, if an initial business combination is not consummated by August 21, 2022;

• the fact that at the Closing we will enter into the Amended and Restated Registration Rights Agreement, which provides for registration rights to the Investors and their permitted transferees.

Reasons for the Approval of the Business Combination

We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Board considered and evaluated several factors in evaluating and negotiating the business combination and the Merger Agreement. For additional information relating to the Board’s evaluation of the transaction and the factors it considered in connection therewith, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Our Board’s Reasons for the Approval of the Business Combination.”

Conditions to Closing of the Business Combination

The respective obligations of the Company and ELM to consummate the business combination are subject to the satisfaction or written waiver by both the Company and ELM, of each of the following conditions, among others:

• No governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the business combination in force; and

• The approval of the condition precedent proposals at the special meeting.

The obligation of the Company to consummate the business combination is subject to the satisfaction, on or prior to the Closing, of certain conditions (any or all of which may be waived in writing by the Company), including, among others:

• ELM must have performed as of or prior to the Closing each of the covenants required to be performed by it as of or prior to the Closing under the Merger Agreement in all material respects; and

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• From the date of the Merger Agreement until the Closing Date, there must not have occurred any change, event or effect that, individually or when taken together with all other changes, events or effect, constitutes a Material Adverse Effect (as defined in the Merger Agreement).

The obligation of ELM to consummate the business combination is subject to the satisfaction, on or prior to the Closing, of certain conditions (any or all of which may be waived in writing by ELM), including, among others:

• Each of the covenants of the Company required to be performed by it as of or prior to the Closing must have been performed in all material respects; and

• Since the date of the Merger Agreement until the Closing Date, there must not have occurred any change, event or effect that constitutes a Parent Material Adverse Effect (as defined in the Merger Agreement).

Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Business Combination” for additional information.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied.

At any time before or after consummation of the business combination, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the business combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the business combination on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result. Neither the Company nor ELM is aware of any material regulatory approvals or actions that are required for completion of the business combination other than the expiration or early termination of the waiting period under the HSR Act.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the common stock outstanding and entitled to vote at the special meeting is represented in person or by proxy (which would include presence at the virtual special meeting).

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The Closing is conditioned on, among other things, the approval of the condition precedent proposals at the special meeting. The election of seven director nominees under the Director Election Proposal is conditioned on the approval of the other condition precedent proposals, including the Charter Proposal. The Advisory Charter Proposals are not conditioned on the approval of any other proposal set forth in this proxy statement. It is important for you to note that if the condition precedent proposals do not receive the requisite vote for approval and are not waived by the parties to the Merger Agreement, we will not consummate the business combination. If we do not consummate the business combination and fail to complete an initial business combination by August 21, 2022, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to our public stockholders.

Recommendation to our Stockholders

Our Board believes that each of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal to be presented at the special meeting is in the best interests of the Company and our stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals and “FOR” each of the director nominees.

When you consider the recommendation of our Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and certain of its affiliates and certain members of our Board and officers have interests in the business combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. Stockholders should take these interests into account in deciding whether to approve the business combination. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

Risk Factors

In evaluating the business combination and the proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 53 of this proxy statement. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of the Company and ELM to complete the business combination, and (ii) the business, cash flows, financial condition and results of operations of the post-combination company following consummation of the business combination.

These risk factors include, but are not limited to, the following:

• The Closing of the business combination is conditioned upon the consummation of the Carveout Transaction.

• Until such time as, and if, the post-combination company develops or obtains rights to alternative technology, the post-combination company will be dependent on the SERES Exclusive Intellectual Property License Agreement for the technology underlying the platform for its Urban Delivery and Urban Utility vehicles.

• The Sokon Supply Agreement is currently the sole source for a significant portion of the components to be used in the post-combination company’s Urban Delivery and Urban Utility vehicles.

• The post-combination company will depend on its rights under the Key Contracts to operate its business following the Closing of the business combination. The post-combination company has significant obligations to Sokon and SERES under the Key Contracts, and if the post-combination company fails to comply with and is found to be in breach of any of the Key Contracts, it could have a material adverse impact on the post-combination company’s business, prospects, financial condition, and operating results.

• The acquisition of the ELM Facility will require the post-combination company to accept all environmental responsibility for the real property.

• The post-combination company is a new company with no prior operating history, which makes it very difficult to evaluate the post-combination company’s future business prospects.

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• The post-combination company is subject to risks related to health epidemics and pandemics, including the ongoing COVID-19 pandemic, which could adversely affect the post-combination company’s business, prospects, financial condition and operating results.

• The post-combination company expects to require continued capital investment in the future.

• Failure to successfully finish the modification of the ELM Facility to support the commercial production of the ELM Vehicles could adversely affect the post-combination company’s business, prospects, financial condition and operating results.

• The post-combination company will rely on complex machinery for its operations, and production of the ELM Vehicles will involve a significant degree of risk and uncertainty in terms of operational performance and costs.

• As the ELM Vehicles are still in the development phase, the post-combination company does not have any current customers or any pending orders, and there is no assurance that non-binding pre-orders will be converted into binding orders or sales.

• The post-combination company’s growth depends upon its ability to develop and maintain relationships with suppliers of critical components, including battery cells, and to develop its supply chain, while effectively managing the risks related to such relationships.

• The post-combination company may experience delays in realizing its projected timelines and cost and volume targets for the production, launch and ramp up of production of the ELM Vehicles and the modification of the ELM Facility, which could adversely impact the post-combination company’s business, prospects, financial condition and operating results.

• The post-combination company will initially depend on revenue generated from a single model and in the foreseeable future will be significantly dependent on a limited number of models.

• If the post-combination company fails to scale its business operations and otherwise manage its growth effectively, it may not be able to produce, market, service and sell the ELM Vehicles successfully.

• The post-combination company may not be able to accurately estimate the supply and demand for the ELM Vehicles, which could result in inefficiencies in its business and hinder its ability to generate revenue. If the post-combination company fails to accurately predict its manufacturing requirements, it could incur additional costs or experience delays.

• The post-combination company’s growth is dependent upon the willingness of operators of commercial vehicle fleets and fleet management companies to adopt electric vehicles and on the post-combination company’s ability to produce, sell and service vehicles that meet their needs. If the market for commercial electric delivery vehicles does not develop as the post-combination company expects or develops more slowly than the post-combination company expects, the post-combination company’s business, prospects, financial condition and operating results will be adversely affected.

• The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on the post-combination company’s business, prospects, financial condition and operating results.

• If the post-combination company is unable to address the service requirements of its future customers, the post-combination company’s business will be materially and adversely affected.

• Increases in costs, disruption of supply or shortage of lithium-ion battery cells could harm the post-combination company’s business.

• The post-combination company may be unable to adequately control the costs associated with its operations.

• The post-combination company depends upon key personnel and will need to hire and train additional personnel.

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• The post-combination company faces intense competition, which could prevent the post-combination company from potentially being the “first to market” in the United States’ Class 1 electric commercial vehicle market with an electric “last mile” urban delivery vehicle. Many of the post-combination company’s competitors have significantly greater financial or other resources, longer operating histories and greater name recognition than the post-combination company does, and one or more of these competitors could use their greater resources and/or name recognition to gain market share at the post-combination company’s expense or could make it difficult for the post-combination company to establish significant market share.

• The post-combination company’s electric vehicles will compete for market share with vehicles powered by other vehicle technologies that may prove to be more attractive than the ELM Vehicles.

• The post-combination company may be unable to keep up with changes in electric vehicle technology as new entrants and existing, larger manufacturers enter the electric vehicle space.

• Product liability or other claims could have a material adverse effect on the post-combination company’s business.

• The ELM Vehicles will make use of lithium-ion battery cells, which, if not appropriately managed and controlled, have been observed to catch fire or vent smoke and flames. If such events occur in the ELM Vehicles, the post-combination company could face liability for damage or injury, adverse publicity and a potential safety recall, any of which could adversely affect the post-combination company’s business, prospects, financial condition and operating results.

• If the ELM Vehicles fail to perform as expected, the post-combination company’s ability to develop, market and sell the ELM Vehicles could be harmed.

• The post-combination company may be compelled to undertake product recalls or take other actions, which could adversely affect the post-combination company’s reputation, and its business, prospects, financial condition and operating results.

• Insufficient warranty reserves to cover future warranty claims could adversely affect the post-combination company’s business, prospects, financial condition and operating results.

• Regulatory requirements may have a negative effect upon the post-combination company’s business.

• The post-combination company’s success may be dependent on its development and protection of intellectual property rights.

• The post-combination company may be exposed to liability for infringing other companies’ intellectual property rights.

• The ELM Facility could be damaged or adversely affected as a result of disasters or other unpredictable events. Any prolonged disruption in the operations of the ELM Facility would adversely affect the post-combination company’s business, prospects, financial condition and operating results.

• The post-combination company may be exposed to delays, limitations and risks related to the environmental permits and other operating permits required to operate the ELM Facility.

• The post-combination company does not currently have a third-party retail product distribution network.

• If the post-combination company is unable to establish and maintain confidence in its long-term business prospects among commercial fleet operators and fleet management companies and within its industry, then the post-combination company’s financial condition, operating results and business prospects may suffer materially.

• The post-combination company intends to collect and process certain information about its customers and will be subject to various privacy and data protection laws.

• There are complex software and technology systems that must be developed and/or modified in coordination with vendors and suppliers in order to commence full scale production of the ELM Vehicles, and there can be no assurance such systems will be successfully developed and/or modified.

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• Interruption or failure of, or unauthorized access to, the post-combination company’s or the ELM Vehicles’ information technology and communications systems could adversely affect the post-combination company’s operating results and reputation.

• The post-combination company may not succeed in establishing, maintaining and strengthening its brand, which would materially and adversely affect customer acceptance of the ELM Vehicles and the post-combination company’s business, prospects, financial condition and operating results.

• The post-combination company’s insurance strategy may not be adequate to protect the post-combination company from all business risks.

• The post-combination company is or may be subject to risks associated with strategic alliances or acquisitions.

• Both the management of EVAP Operations and its independent registered public accounting firm and ELM and its independent registered public accounting firm have identified internal control deficiencies that constitute a material weakness. If the post-combination company fails to establish and maintain effective internal control over financial reporting in the future, the ability of the post-combination company to timely and accurately report its financial results could be adversely affected.

• The post-combination company’s management has limited experience in operating a public company.

• The post-combination company’s forecasted operating and financial results rely in large part upon assumptions and analyses developed by the Company. If these assumptions and analyses prove to be incorrect, the post-combination company’s actual operating and financial results may be significantly below its forecasts.

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

The following table contains summary historical financial data as of and for the three months ended March 31, 2021 and March 31, 2020, as of and for the year ended December 31, 2020 and as of and for the period ended December 31, 2019. The statement of operations data for the three months ended March 31, 2021 and March 31, 2020, and the balance sheet data as of March 31, 2021 and March 31, 2020, are derived from our unaudited condensed financial statements, which are included elsewhere in this proxy statement. The statement of operations data for the period ended December 31, 2019, and the balance sheet data as of December 31, 2019, are derived from the audited financial statements of the Company, which are included elsewhere in this proxy statement. The statement of operations data for the year ended December 31, 2020, and the balance sheet data as of December 31, 2020, are derived from our audited condensed financial statements, which are included elsewhere in this proxy statement. The audited condensed financial statements have been prepared in conformity with GAAP and are prepared on the same basis as the annual audited financial statements included elsewhere in this proxy statement. Results from interim periods are not necessarily indicative of results that may be expected for the entire year. The information below is only a summary and should be read in conjunction with the sections entitled “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About the Company” and in our financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement.

	Three months ended March 31,					Year ended December 31, 2020			For the Period from June 25, 2019 (inception) Through December 31, 2019
	2021		2020			Year ended December 31, 2020
	(unaudited)		(unaudited)
Statement of Operations Data:
Formation and General and administrative expenses	$	1,054,321	$	160		$	3,617,022		$	2,156
Net income (loss)		12,486,665		(160	)		(29,361,225	)		(2,156	)
Basic and diluted income per share	$	0.00	$	—		$	0.00		$	0.00

Statement of Cash Flow Data:
Net cash (used in) provided by operating activities