Item 1.01. Entry into a Material Definitive Agreement.





Merger Agreement

The "Introductory Note" above and Item 2.01 of this Report describe the consummation of the business combination and various other transactions and events contemplated by the Merger Agreement which took place on June 25, 2021 and such descriptions are incorporated herein by reference.





Escrow Agreement

On June 25, 2021, the Company and Jason Luo, in his capacity as the initial stockholder representative, entered into an escrow agreement with Forum Investors III LLC (the sponsor of Forum (the "Sponsor")) and Continental Stock Transfer & Trust Company, as escrow agent (the "Escrow Agreement"), for the purpose of holding and distributing in accordance with the Merger Agreement, (i) 5,000,000 shares of common stock payable after the Closing to the ELM stockholders upon satisfaction of certain earnout conditions based on the trading price of the Company's common stock during the 36-month period after the Closing (the "Earnout Shares") and (ii) 250,000 shares of common stock to secure any downward post-closing merger consideration adjustment (the "Adjustment Escrow Stock").

This description of the Escrow Agreement is qualified in its entirety by the full text of the Escrow Agreement, which is included as Exhibit 10.3 to this Report and is incorporated herein by reference.

A more detailed description of the Earnout Shares and the Adjustment Escrow Stock (referenced above) is included in the Proxy Statement in the section entitled "Proposal No. 1 - The Business Combination Proposal - Consideration to ELM Securityholders in the Business Combination" and is incorporated herein by reference.





                                       2

Director Nomination Agreement

On June 25, 2021, the Sponsor and the Company entered into a Director Nomination Agreement 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. The Director Nomination Agreement and the nomination rights thereunder will terminate as of the 15-month anniversary of the Closing.

This description of the Director Nomination Agreement is qualified in its entirety by the full text of the Director Nomination Agreement, which is included as Exhibit 10.4 to this Report and is incorporated herein by reference.

Amended and Restated Registration Rights Agreement

On June 25, 2021, the Company entered into an Amended and Restated Registration . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.





Business Combination

The information set forth in the "Introductory Note" above is incorporated by reference herein.

At the special meeting in lieu of the 2021 annual meeting of the stockholders of Forum held on June 24, 2021 (the "Special Meeting"), the Forum stockholders considered, approved, and adopted, among other matters, the Merger Agreement and the business combination. On June 25, 2021, the parties consummated the business combination.

On May 20, 2021, the record date for the Special Meeting, there were 31,991,250 shares of common stock outstanding and entitled to vote, of which 25,741,250 were shares of Class A common stock and 6,250,000 were shares of Class B common stock held by the Sponsor. Prior to the Special Meeting, holders of 11,077,058 shares of Class A common stock included in the units issued in Forum's initial public offering ("public shares") exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate of approximately $110,771,731. The per share redemption price of approximately $10.00 for holders of public shares electing redemption was paid out of Forum's trust account, which, after taking into account the redemption but before any transaction expenses, had a balance immediately prior to the Closing of approximately $139,230,866.

Forum's units automatically separated into their component securities upon consummation of the business combination and, as a result, no longer trade as a separate security, and, on June 28, 2021, the Company's common stock and warrants began trading on The Nasdaq Stock Market ("Nasdaq") under the trading symbols "ELMS" and "ELMSW," respectively. Prior the Closing, each unit of Forum consisted of one share of Class A common stock and one public warrant, whereby each public warrant entitled the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share. Upon the Closing, Forum's second amended and restated certificate of incorporation, dated August 18, 2020, was replaced with the third amended and restated certificate of incorporation (the "A&R Certificate"), which, among other things, reclassified all shares of Class B common stock as Class A common stock and immediately thereafter reclassified all shares of Class A common stock as common stock.

Immediately after giving effect to the business combination, there were 124,027,012 shares of common stock and warrants to purchase 8,580,375 shares of common stock of the Company issued and outstanding. . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 25, 2021, ELM closed the transactions contemplated by the SERES Asset Purchase Agreement. In connection with the closing under the SERES Asset Purchase Agreement, ELM entered into the Promissory Note and the Land Contract with SERES governing the payment for the Mishawaka, Indiana facility.

Additional information regarding the Promissory Note and the Land Contract is included in the Proxy Statement in the section entitled "Information about ELM - Key Agreements and Partnership Strategy - Key Contracts - SERES Asset Purchase Agreement" beginning on page 191, which is incorporated herein by reference.

The foregoing descriptions of the Land Contract and the Promissory Note do not purport to be complete and are qualified in their entirety by the terms and conditions of the Land Contract and the Promissory Note, copies of which are attached hereto as Exhibits 10.9 and 10.10, respectively, and are incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in the "Introductory Note" above is incorporated by reference into this Item 3.02.

The securities issued in connection with and/or pursuant to the Merger Agreement (including the shares of common stock issued to the ELM stockholders and SERES), the Subscription Agreements, and the conversion of the ELM Convertible Notes have not been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

The issuance of Class A common stock upon the automatic conversion of the Class B common stock and the issuance of common stock upon the automatic conversion of the Class A common stock at the Closing has not been registered under the Securities Act in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.





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Item 3.03. Material Modification to Rights of Security Holders.

On the Closing Date, Forum filed its A&R Certificate with the Secretary of State of the State of Delaware. The material terms of the A&R Certificate and the general effect upon the rights of holders of the Company's capital stock are described in the sections of the Proxy Statement entitled "Proposal No. 3 - The Charter Proposal" and "Proposal No. 4 - Advisory Charter Proposals" beginning on pages 154 and 156, respectively, and this information is incorporated herein by reference. A copy of the A&R Certificate is filed as Exhibit 3.1 to this Report and is incorporated herein by reference.

In addition, upon the Closing, pursuant to the terms of the Merger Agreement, Forum amended and restated its bylaws to make certain changes that the Board deems appropriate for a public operating company. This summary does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated Bylaws of the Company, a copy of which is filed as Exhibit 3.2 to this Report and is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information in the section above entitled "Introductory Note" and in Item 2.01 of this Report is incorporated by reference into this Item 5.01.

Immediately after giving effect to the business combination, there were approximately 124 million shares of our common stock outstanding. At that time, Jason Luo, the Executive Chairman and President of the Company, beneficially owned approximately 47.8% of the outstanding shares of common stock of the Company and the other executive officers and directors of the Company held approximately 10.6% of the outstanding shares of common stock of the Company.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors and Officers

Effective upon the Closing, the following persons were appointed as executive officers and directors of the Company. The appointment of the directors was approved by the stockholders of Forum at the Special Meeting, as described in the Proxy Statement in the section entitled "Proposal No. 6 - The Director Election Proposal" beginning on page 169. For biographical information concerning the executive officers and directors, see the disclosure in the Proxy Statement in the sections entitled "Management After the Business Combination" beginning on page 212 and "ELM Management" beginning on page 210, which are incorporated herein by reference.





Name                  Age                        Position
Jason Luo             54    Executive Chairman, President and Class II Director
James Taylor          64    Chief Executive Officer and Class II Director
Hailiang (Jerry) Hu   48    Chief Operating Officer
Kev Adjemian          45    Chief Technical Officer
Albert Li             60    Chief Financial Officer and Treasurer
Benjamin Wu           49    General Counsel and Secretary
Shauna F. McIntyre    49    Class III Director
Richard N. Peretz     59    Class III Director
Brian M. Krzanich     60    Class III Director
David Boris           60    Class I Director
Neil Goldberg         66    Class I Director




                                       16

The terms of the Class I Directors expire at the next annual meeting of stockholders in 2022, the terms of the Class II Directors expire at the annual meeting of stockholders in 2023, and the terms of the Class III Directors expire at the annual meeting of stockholders in 2024, or, in each case, when their respective successors are elected and qualified, or upon their earlier death, resignation, retirement or removal.

Effective upon the Closing, all executive officers and directors of Forum, other than David Boris and Neil Goldberg, resigned as executive officers and directors of Forum. For additional information regarding such executive officers and directors, see the disclosure in the Proxy Statement in the section entitled "Information about the Company - Management."

Board Committees and Independence

Each of Ms. McIntyre and Messrs. Peretz, Krzanich, Goldberg, and Boris qualifies as an independent director according to the rules and regulations of the SEC and Nasdaq.

Effective upon the Closing, Messrs. Peretz, Krzanich and Goldberg were appointed to serve on the audit committee and Mr. Peretz was appointed to serve as the chair of the audit committee. Mr. Peretz qualifies as the "audit committee financial expert," as that term is defined in Item 407(d)(5) of Regulation S-K. Each of Messrs. Peretz, Krzanich and Goldberg qualifies as an independent director according to the rules and regulations of the SEC and Nasdaq with respect to audit committee membership.

Effective upon the Closing, Ms. McIntyre and Messrs. Krzanich and Goldberg were appointed to serve on the compensation committee and Mr. Krzanich was appointed to serve as the chair of the compensation committee. Each of Ms. McIntyre and Messrs. Krzanich and Goldberg qualifies as an independent director according to the rules and regulations of the SEC and Nasdaq with respect to compensation committee membership.

Finally, effective upon the Closing, Ms. McIntyre and Messrs. Krzanich and Peretz were appointed to serve on the nominating and corporate governance committee and Ms. McIntyre was appointed to serve as the chair of the nominating and corporate governance committee.

Employment Agreements and Compensatory Arrangements

In connection with the execution of the Merger Agreement on December 10, 2020, ELM entered into employment agreements with each of Jason Luo, James Taylor, . . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Report is incorporated by reference into this Item 5.03.

Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the business combination, on June 25, 2021, the board of directors approved and adopted a new Code of Ethics and Business Conduct applicable to all employees, officers, and directors of the Company. A copy of the Code of Ethics and Business Conduct can be found in the Investors section of the Company's website at https://ir.electriclastmile.com/governance/governance-documents/default.aspx.

Item 5.06. Change in Shell Company Status.

As a result of the business combination, the Company ceased to be a shell company as of the Closing. The material terms of the business combination are described in the Proxy Statement in the section entitled "Proposal No. 1 - The Business Combination Proposal" beginning on page 111, in the information set forth under "Introductory Note" above, and in the information set forth under Item 2.01 in this Report, each of which is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(a)-(b) Financial Statements of Businesses Acquired and Pro Forma Financial Information.

(a) Information responsive to Item 9.01(a) of Form 8-K is set forth in the


     financial statements included in the Proxy Statement beginning on page F-1.

The combined carve-out financial statements of EVAP Operations as of and for the years ended December 31, 2020 and 2019, the related notes, and the report of independent registered public accounting firm thereto are set forth in the Proxy Statement beginning on page F-59 and are incorporated herein by reference.

The condensed combined carve-out financial statements of EVAP Operations as of and for the three months ended March 31, 2021 and 2020 and the related notes thereto are set forth in the Proxy Statement beginning on page F-45 and are incorporated herein by reference.





                                       20

The financial statements of ELM as of December 31, 2020, for the period from August 20, 2020 (inception) through December 31, 2020, and as of and for the three months ended March 31, 2021, the related notes, and the report of the independent registered public accounting firm thereto are set forth in the Proxy Statement beginning on page F-77 and are incorporated herein by reference.

The consolidated financial statements of Forum (i) as of December 31, 2020 and 2019, (ii) as of March 31, 2021, (iii) for the three months ended March 31, 2021, (iv) for the period from June 25, 2019 (date of inception) through December 31, 2019, (v) for the year ended December 31, 2020, and (vi) the related notes and report of independent registered public accounting firm thereto are set forth in the Proxy Statement beginning on page F-3 and are incorporated herein by reference.

(b) The unaudited pro forma condensed combined financial information of the


     Company for the year ended December 31, 2020 and as of and for the three
     months ended March 31, 2021 is set forth in Exhibit 99.1 hereto and is
     incorporated herein by reference.




 (d) Exhibits.




Exhibit No.   Document
2.1†            Agreement and Plan of Merger, dated as of December 10, 2020, by and
              among Forum Merger III Corporation, ELMS Merger Corp., Electric Last
              Mile, Inc. and Jason Luo, in the capacity as the initial stockholder
              representative thereto (incorporated herein by reference to Exhibit 2.1
              to the Current Report on Form 8-K (File No. 001-39457), filed with the
              SEC on December 11, 2020).
2.2             First Amendment to the Agreement and Plan of Merger, dated as of May
              7, 2021, by and among Forum Merger III Corporation, ELMS Merger Corp.,
              Electric Last Mile, Inc. and Jason Luo (incorporated herein by reference
              to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-39457),
              filed with the SEC on May 7, 2021).
3.1             Third Amended and Restated Certificate of Incorporation (incorporated
              herein by reference to Exhibit 3.1 to the Registration Statement on Form
              8-A/A (File No. 001-39457), filed with the SEC on June 25, 2021).
3.2             Amended and Restated Bylaws (incorporated herein by reference to
              Exhibit 3.2 to the Registration Statement on Form 8-A/A (File No.
              001-39457), filed with the SEC on June 25, 2021).
4.1             Specimen Warrant Certificate (incorporated herein by reference to
              Exhibit 4.3 to Forum's Registration Statement on Form S-1 (File No.
              333-240171), filed with the SEC on August 7, 2020).
4.2             Warrant Agreement, dated August 18, 2020, by and between the Company
              and Continental Stock Transfer & Trust Company, as warrant agent
              (incorporated herein by reference to Exhibit 4.1 to the Current Report
              on Form 8-K (File No. 001-39457), filed with the SEC on August 21,
              2020).
10.1            Form of Subscription Agreement (incorporated herein by reference to
              Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-39457),
              filed with the SEC on December 11, 2020).




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10.2         Form of Convertible Promissory Note of Electric Last Mile, dated
           December 10, 2020 (incorporated herein by reference to Exhibit 10.2 to
           the Current Report on Form 8-K (File No. 000-39457), filed with the SEC
           on December 11, 2020).
10.3†*       Escrow Agreement, dated June 25, 2021, by and among Forum Merger III
           Corporation, Jason Luo, in the capacity as the initial stockholder
           representative, Forum Investors III LLC, and Continental Stock Transfer
           & Trust Company, as escrow agent.
10.4*        Director Nomination Agreement, dated June 25, 2021, by and between
           Electric Last Mile Solutions, Inc. and Forum Investors III LLC.
10.5         Amended and Restated Registration Rights Agreement, dated June 25,
           2021, by and among Forum Merger III Corporation and the parties listed
           on the signature pages thereto (incorporated herein by reference to
           Exhibit 10.1 to the Registration Statement on Form 8-A/A (File No.
           001-39457), filed with the SEC on June 25, 2021).
10.6*        Agreement of Purchase and Sale, dated April 9, 2021, between SF
           Motors, Inc. DBA SERES and Electric Last Mile, Inc.
10.7*        Exclusive IP License Agreement, dated April 9, 2021, by and between SF
           Motors, Inc., d/b/a SERES and Electric Last Mile, Inc.
10.8*        Supply Agreement, dated April 9, 2021, by and between Chongqing Sokon
           Motors (Group) Imp. & Exp. Co., Ltd. and Electric Last Mile, Inc.
10.9*        Land Contract, dated June 25, 2021, by and between SF Motors, Inc. DBA
           SERES and Electric Last Mile, Inc.
10.10*       Form of Promissory Note in the Original Principal Amount of
           $43,620,689.66, dated June 25, 2021, by Electric Last Mile, Inc. in
           favor of SF Motors, Inc. DBA SERES.

10.11††* Employment Agreement, dated December 10, 2020 and effective as of June


           25, 2021, by and between Jason Luo and Electric Last Mile, Inc.

10.12††* Employment Agreement, dated December 10, 2020 and effective as of June


           25, 2021, by and between James Taylor and Electric Last Mile, Inc.

10.13††* Employment Agreement, dated December 10, 2020 and effective as of June


           25, 2021, by and between Hailiang Hu and Electric Last Mile, Inc.

10.14††* Employment Agreement, dated December 10, 2020 and effective as of June


           25, 2021, by and between Benjamin Wu and Electric Last Mile, Inc.
10.15*       Form of Director Offer Letter.
10.16††*     2020 Incentive Plan.
10.17††*     Form of Restricted Stock Unit Award Agreement (Earnout Shares).
10.18††*     Form of Restricted Stock Unit Award Agreement (Time-Vesting).
10.19††*     Form of Restricted Stock Unit Award Agreement (Performance-Vesting).
10.20        Letter Agreement, dated as of May 7, 2021, by Forum Merger III
           Corporation (incorporated herein by reference to Exhibit 10.1 to the
           Current Report on Form 8-K (File No. 001-39457), filed with the SEC on
           May 7, 2021).
21.1*        List of Subsidiaries
99.1*        Unaudited Pro Forma Condensed Combined Financial Information of the
           Company for the year ended December 31, 2020 and as of and for the three
           months ended March 31, 2021.

† Certain of the exhibits and schedules to this Exhibit have been omitted in


   accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to
   furnish a copy of all omitted exhibits and schedules to the SEC upon its
   request; provided, however, that the registrant may request confidential
   treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any
   schedule or exhibit so furnished.

†† Indicates a management contract or compensatory plan.




 * Filed herewith.




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