Item 7.01 Regulation FD Disclosure.
In connection with the previously announced business combination (the "Business
Combination") between
The information in this Item 7.01, including Exhibit 99.1, is furnished and 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 Forum under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
Important Information About the Business Combination and Where to Find It
In connection with the Business Combination, Forum intends to file a preliminary
proxy statement. Forum will mail a definitive proxy statement and other relevant
documents to its stockholders. Forum's stockholders and other interested persons
are advised to read, when available, the preliminary proxy statement and the
amendments thereto and the definitive proxy statement and documents incorporated
by reference therein filed in connection with the Business Combination, as these
materials will contain important information about Forum, ELM and the Business
Combination. When available, the definitive proxy statement and other relevant
materials for the Business Combination will be mailed to stockholders of Forum
as of a record date to be established for voting on the Business Combination.
Stockholders will also be able to obtain copies of the preliminary proxy
statement, the definitive proxy statement and other documents filed with the
Participants in the Solicitation
Forum and its directors and executive officers may be deemed participants in the
solicitation of proxies from Forum's stockholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in Forum is contained in Forum's Registration
Statement on Form S-1/A, which was filed with the
ELM and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Forum in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the proxy statement for the Business Combination when available.
1 Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forum and ELM's actual results may differ from their
expectations, estimates and projections and consequently, you should not rely on
these forward looking statements as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast," "anticipate," "intend,"
"plan," "may," "will," "could," "should," "believes," "predicts," "potential,"
"continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, Forum's and ELM's expectations with respect to future performance
and anticipated financial impacts of the Business Combination, the satisfaction
of the closing conditions to the Business Combination, the size, demands and
growth potential of the markets for ELM's products and ELM's ability to serve
those markets, ELM's ability to develop innovative products and compete with
other companies engaged in the commercial delivery vehicle industry and/or the
electric vehicle industry, ELM's ability to attract and retain customers, the
estimated go to market timing and cost for ELM's products, the implied valuation
of ELM and the timing of the completion of the Business Combination. These
forward-looking statements involve significant risks and uncertainties that
could cause the actual results to differ materially from the expected results.
Most of these factors are outside Forum's and ELM's control and are difficult to
predict. Factors that may cause such differences include, but are not limited
to: (1) the occurrence of any event, change or other circumstances that could
give rise to the termination of the agreement and plan of merger ("Merger
Agreement") relating to the Business Combination or could otherwise cause the
Business Combination to fail to close; (2) the inability of ELM to (x) execute
the transaction agreements for the Carveout Transaction (as defined below) that
are in form and substance acceptable to Forum (at Forum's sole discretion), (y)
acquire a leasehold interest or fee simple title to the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedJanuary 25, 2021 . 3
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