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OFFON

ELECTRIC LAST MILE SOLUTIONS, INC.

(ELMS)
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ELECTRIC LAST MILE SOLUTIONS, INC. : Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

06/25/2021 | 04:50pm EDT

Item 5.07 Submission of Matters to a Vote of Security Holders.

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



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




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




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




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




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




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




                                       1





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




    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 66?% and a majority, respectively, of
        the Company's then-outstanding shares of capital stock entitled to vote
        generally at an election of directors. The final voting tabulation for
        this sub-proposal was as follows:



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

            0




    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. The final voting
        tabulation for this sub-proposal was as follows:




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




    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 66?% of the voting power of all then-outstanding shares of
        capital stock of the Company entitled to vote generally at an election of
        directors. The final voting tabulation for this sub-proposal was as
        follows:




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




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



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

            0




    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. The final voting tabulation for this sub-proposal was as follows:




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




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




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




                                       2





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




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




    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.
        The final voting tabulation for this sub-proposal was as follows:




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




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




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




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




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




                                       3

Item 7.01 Regulation FD Disclosure.

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

The information in this Item 7.01 and Exhibit 99.1 and Exhibit 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.




 (d) Exhibits.




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




                                       4

© Edgar Online, source Glimpses

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Sales 2021 17,4 M - -
Net income 2021 -83,2 M - -
Net Debt 2021 - - -
P/E ratio 2021 -9,32x
Yield 2021 -
Capitalization 871 M 871 M -
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Managers and Directors
James E. Taylor President, Chief Executive Officer & Director
Albert K. Li Chief Financial Officer
Jason Luo Executive Chairman
Kev Adjemian Chief Technical Officer
Praveen Cherian Vice President-Engineering
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