United States securities and exchange commission logo
March 15, 2021
David Boris
Co-Chief Executive Officer
Forum Merger III Corporation
1615 South Congress Avenue, Suite 103
Delray Beach, Florida 33445
Re: Forum Merger III
Corporation
Preliminary Proxy
Statement on Schedule 14A
Filed February 16,
2021
File No. 001-39457
Dear Mr. Boris:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed on February 16, 2021
Interests of Certain Persons in the Business Combination, page 41
1. If material, please
expand the disclosure in the eighth bullet point on page 42 to quantify
the out-of-pocket
expenses incurred that would be eligible for reimbursement.
2. Please expand the
disclosure in this section to describe the interests of the subscribers of
the PIPE shares.
Unaudited Pro Forma Condensed Combined Financial Information, page 86
3. Please update your pro
forma financial statements. Additionally, please revise your
presentation to include
a column for the historical financial statements of ELM, along
with adjustment columns
that separately depict the asset purchase of EVAP Operations by
ELM and the reverse
recapitalization transaction, as required by Rule 11-02(b)(4) of
Regulation S-X.
David Boris
FirstName LastNameDavid Boris
Forum Merger III Corporation
Comapany
March NameForum Merger III Corporation
15, 2021
March2 15, 2021 Page 2
Page
FirstName LastName
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 94
4. Adjustment (D) refers to net proceeds of $1.0 million from the private
placement issuance
of ELM s common stock. Please tell us the basis for this adjustment.
5. Please expand your note for Adjustment (E) to:
Provide a table detailing the assets to be purchased and their
relative fair values that
reconciles to the calculated purchase price; and
Identify and quantify the major caption of assets and liabilities
of EVAP Operations
that ELM will not acquire under the SERES Asset Purchase Agreement
and how this
reconciles to the adjustment.
6. Adjustment (F) refers to transaction costs of $26.0 million. Please
tell us how this amount
relates to the transaction costs of $14.2 million recognized in Forum
Merger III s financial
statements as of, and for, the period ended September 30, 2020, what
transaction(s) it
refers to, and how you determined that the total difference between
the transaction costs
and the deferred underwriting fee payable should be reflected as a
reduction to additional
paid-in capital.
7. Please expand your note to Adjustment (K) to show how this adjustment
was calculated.
Termination, page 116
8. Please state if the parties agreed to pay any fees in the event that
the business combination
agreement is terminated.
COVID-19, page 192
9. We note your statement that future COVID-19 developments could result
in additional
favorable or unfavorable impacts on the business, operations,
financial condition, and
results of operations of ELM. Please tell us whether COVID-19 has
adversely affected
ELM's business, operations, financial condition, and results of
operations and revise your
disclosure accordingly.
Management and Board of Directors , page 201
10. Please expand the disclosure on page 202 regarding Mr. Boris to
discuss his business
experience with Form Merger IV Corporation.
Beneficial Ownership of Securities, page 224
11. Please revise your disclosure on page 225 to identify the natural
person or persons who
have voting and investment control of the shares held by Alpine Global
Management
LLC.
Financial Information, page F-1
12. Please amend your proxy statement to provide audited financial
statements and related
David Boris
Forum Merger III Corporation
March 15, 2021
Page 3
information for Electric Last Mile, Inc. as required by Rule 8-04 of
Regulation S-X.
Consolidated Balance Sheets, page F-2
13. It appears to us that total liabilities at December 31, 2019 should be
$59,692. Please revise
your balance sheet as appropriate.
Financial Information - Forum Merger III Corp., page F-2
14. Please revise your proxy statement to provide updated audited
financial statements and
related information for Forum Merger III Corp. as required by Rule
8-08 of Regulation S-
X.
Financial Information - EVAP Operations, page F-34
15. Please revise your proxy statement to provide updated audited
financial statements and
related information for Electric Vehicle Assembly Plant Operations as
required by Rule 8-
04 of Regulation S-X.
General
16. Please revise to discuss the material tax consequences of the business
combination to each
company's securityholders and the company. In this regard, the merger
agreement
indicates that the parties intend for the merger to be treated as a
reorganization under
Section 368(a) of the Internal Revenue Code. If you believe the
business combination will
be tax free, please disclose an opinion of counsel that supports this
conclusion.
Furthermore, indicate whether the receipt of a tax opinion as to the
tax free nature of the
transaction is a condition to the merger. Also provide summary and
risk factor disclosure
and revise your Questions and Answers section to briefly address the
tax consequences.
Refer to Item 601(b)(8) of Regulation S-K and our Staff Legal Bulletin
No. 19.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Dale Welcome, Staff Accountant at (202) 551-3865 or
Kevin Stertzel,
Staff Accountant at (202) 551-3723 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sherry Haywood, Staff Attorney
at (202) 551-
3345 or Thomas Jones, Staff Attorney at (202) 551-3602 with any other
questions.
FirstName LastNameDavid Boris Sincerely,
Comapany NameForum Merger III Corporation
Division of
Corporation Finance
March 15, 2021 Page 3 Office of
Manufacturing
FirstName LastName