Elms SPAC Presentation Deck
Transaction Summary
ELMS Founders
Jason Luo
Founder, Executive Chairman
ELMS
Former President and CEO of Key Safety Systems (now Joyson Safety Systems).
Following Key Safety Systems, Jason served as Chairman and CEO of Ford China. He is
currently a Senior Advisor and Operating Executive at Crestview Partners.
James Taylor
Founder, CEO
ELMS
More than 30 years at General Motors, serving as the President of Cadillac and CEO of
Hummer. Former Chairman and CEO of Workhorse. Prior to his role as CEO of SERES, he
was at Karma Automotive as Chief Revenue Officer.
Forum Merger III Corp Founders
Marshall Kiev
Co-CEO, President & Director
Forum Merger III Corp
Over 28 years of alternative investing experience. Previously a Director of Cohen Private
Ventures and Chief of Staff at S.A.C. Capital Advisors. Former Partner at Main Street
Resources, a middle-market private equity firm.
David Boris
Co-CEO, CFO & Director
Forum Merger III Corp
30 years of Wall Street experience in mergers and corporate finance and has been
involved in more than 15 SPAC transactions. Former Senior Managing Director and Head
of Investment Banking at Pali Capital.
Overview
Valuation
Capital Structure
Pro Forma Ownership (4)
.....
ELMS
ELECTRIC LAST MILE SOLUTIONS
Transaction Highlights
■ Forum Merger III Corp (NASDAQ: FIII) is a publicly listed special acquisition company
that has signed a definitive merger agreement on December 10, 2020 with Electric
Last Mile, Inc. ("ELMS"), a commercial EV company; carveout to occur
simultaneously with the merger.
Raised $155M PIPE in connection with the merger(¹), in addition to ~$250M in
SPAC trust
■ $1,195M enterprise value at closing(2)
■ Represents attractive entry multiples relative to peer group metrics
■ ELMS Team expected to have close to ~$345M of cash(³) to fund operations and
growth
■ No additional capital requirements expected after close to achieve positive cash
flow
~62.8% existing shareholders(4), ~19.6% public shareholders of Forum Merger III
Corp, ~5.4% Forum Merger III Corp sponsors, ~12.2% PIPE investors(5)
Forum Views ELMS As A Unique Opportunity To Invest In an Innovative Vehicle Solutions Platform
With A Proven Management Team
(1) Includes $25 million in convertible notes issued by ELMS (which will be converted into common stock at the closing). (2) Assumes no redemptions. Enterprise value estimate based on $10.00 per share. Enterprise value includes 14.2 million shares to be reserved under the management incentive plan and excludes 5.0 million earnout shares to be issued post-closing upon $14/$16
stock price targets being hit and 15.0 million shares underlying earnout restricted stock unit grants to be made post-closing, which vest upon $14/$16 stock price targets being hit. (3) After estimated transaction fees and expenses and $35 million of payments related to the Carveout Transaction. (4) Includes 5.0 million shares of common stock proposed to be paid to SERES for
strategic cooperation, consulting and technical advice provided by SERES to ELMS. (5) Includes 2.8 million shares to be issued to ELMS convertible noteholders (excluding shares issuable for accrued interest).
3View entire presentation