United States securities and exchange commission logo
May 20, 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
Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed May 7, 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.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed May
7, 2021
Interests of Certain Persons in the Business Combination, page 43
1. We note your response
to prior comment two. Please disclose the $130 million investment
by the PIPE investors
here and where similar disclosure appears on pages 17, 70, 104 and
138. Provide disclosure
about the number of shares they will receive for their initial
investment, including
the price paid to acquire those securities.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note (A), page 96
2. We refer to your
disclosure that "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" and have the following comments:
David Boris
Forum Merger III Corporation
May 20, 2021
Page 2
In light of this disclosure, please tell us how you determined
that this item should be
included in the purchase consideration for the EVAP Operations,
rather than
accounted for as compensation expense for services rendered by
SERES.
We also note that corresponding to the additional consideration
referred to
above, your purchase price allocation includes $50 million for
intangible assets.
Please more fully explain to us the nature of the intangible
asset that was identified
related to the value associated with each of the SERES Asset
Purchase Agreement,
the SERES Exclusive Intellectual Property License Agreement, and
the Sokon
Supply Agreement.
Notes (DD) and (EE), page 98
3. Please expand your footnotes to show how each of the adjustments was
calculated.
Financial Information - Forum Merger III Corporation, page F-2
4. Please provide updated interim financial statements and related
information for Forum
Merger III Corp. as required by Rule 8-08 of Regulation S-X.
Note 2. Restatement of Previously Issued Financial Statements, page F-10
5. It appears that total liabilities, as restated, as of December 31,
2020, should
read $41,939,777. Please revise your table accordingly and perform a
comprehensive
review of your financial information to ensure consistency and that
the information is free
of typographical and other errors.
Note 10. Income Tax, page F-22
6. We note that your narrative states that for the year ended December
31, 2020, the change
in the valuation allowance was $745,591; however, this amount does not
agree with the
total change in your valuation allowance as reflected your table.
Please revise
your disclosure as appropriate.
Financial Information - EVAP Operations, page F-25
7. Please revise your proxy statement to provide updated interim
financial statements and
related information for Electric Vehicle Assembly Plant Operations.
Financial
FirstNameInformation - Electric
LastNameDavid BorisLast Mile, Inc., page F-43
Comapany
8. NameForum
Please revise yourMerger III Corporation
proxy statement to provide updated interim
financial statements and
May 20,related
2021 information
Page 2 for Electric Last Mile, Inc.
FirstName LastName
David Boris
FirstName LastNameDavid Boris
Forum Merger III Corporation
Comapany
May NameForum Merger III Corporation
20, 2021
May 20,
Page 3 2021 Page 3
FirstName LastName
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 202-551-3345 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Jared Coppotelli