0001213900-20-022737.txt : 20200818 0001213900-20-022737.hdr.sgml : 20200818 20200818191410 ACCESSION NUMBER: 0001213900-20-022737 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20200818 FILED AS OF DATE: 20200818 DATE AS OF CHANGE: 20200818 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forum Investors III LLC CENTRAL INDEX KEY: 0001821627 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39457 FILM NUMBER: 201114924 BUSINESS ADDRESS: STREET 1: 1615 SOUTH CONGRESS AVENUE, SUITE 103 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 2127397860 MAIL ADDRESS: STREET 1: 1615 SOUTH CONGRESS AVENUE, SUITE 103 CITY: DELRAY BEACH STATE: FL ZIP: 33445 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiev Marshall CENTRAL INDEX KEY: 0001701748 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39457 FILM NUMBER: 201114925 MAIL ADDRESS: STREET 1: 135 EAST 57TH STREET 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boris David CENTRAL INDEX KEY: 0001522248 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39457 FILM NUMBER: 201114926 MAIL ADDRESS: STREET 1: C/O TRIO MERGER CORP. STREET 2: 777 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Forum Merger III Corp CENTRAL INDEX KEY: 0001784168 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1615 SOUTH CONGRESS AVENUE STREET 2: SUITE 103 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 212-739-7860 MAIL ADDRESS: STREET 1: 1615 SOUTH CONGRESS AVENUE STREET 2: SUITE 103 CITY: DELRAY BEACH STATE: FL ZIP: 33445 3 1 ownership.xml X0206 3 2020-08-18 0 0001784168 Forum Merger III Corp FIII 0001821627 Forum Investors III LLC C/O FORUM MERGER III CORPORATION 1615 SOUTH CONGRESS AVENUE, SUITE 103 DELRAY BEACH FL 33445 1 0 1 1 *Director by Deputization 0001701748 Kiev Marshall C/O FORUM MERGER III CORPORATION 1615 SOUTH CONGRESS AVENUE, SUITE 103 DELRAY BEACH FL 33445 1 1 1 0 Co-CEO and President 0001522248 Boris David C/O FORUM MERGER III CORPORATION 1615 SOUTH CONGRESS AVENUE, SUITE 103 DELRAY BEACH FL 33445 1 1 1 0 Co-CEO and CFO Class B Common Stock Class A Common Stock 7187500 D The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-240171) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Reporting Persons include up to 937,500 shares of Class B common stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. Forum Investors III LLC (the "Sponsor") is the record holder of the shares reported herein. Marshall Kiev and David Boris are the managing members of Forum Capital Management III LLC, which is the managing member of the Sponsor. As such, David Boris and Marshall Kiev may be deemed to have beneficial ownership of the securities held directly the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney. /s/ Daniel Nussen, Attorney-in-Fact for Forum Investors III LLC 2020-08-18 /s/ Daniel Nussen, Attorney-in-Fact for Marshall Kiev 2020-08-18 /s/ Daniel Nussen, Attorney-in-Fact for David Boris 2020-08-18 EX-24.1 2 ea125682ex24-1_forum3.htm POWER OF ATTORNEY

Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen, Sarah Ross, Zoë Kam, Samuel Chan and Brian Munsie, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of Forum Merger III Corporation (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: August 12, 2020

 

  FORUM INVESTORS III LLC
     
  By: /s/ Marshall Kiev
    Name: Marshall Kiev, as Managing Member of Forum Capital Management III, LLC, the managing member of Forum Investors III LLC
    Title: Managing Member
 EX-24.2 3 ea125682ex24-2_forum3.htm POWER OF ATTORNEY

Exhibit 24.2

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen, Sarah Ross, Zoë Kam, Samuel Chan and Brian Munsie, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of Forum Merger III Corporation (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: August 12, 2020

 

  By: /s/ Marshall Kiev
    Name:  Marshall Kiev

  

 EX-24.3 4 ea125682ex24-3_forum3.htm POWER OF ATTORNEY

Exhibit 24.3

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen, Sarah Ross, Zoë Kam, Samuel Chan and Brian Munsie, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of Forum Merger III Corporation (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

  

Dated: August 12, 2020

 

  By: /s/ David Boris
    Name:  David Boris

 

 EX-99.1 5 ea125682ex99-1_forum3.htm JOINT FILER INFORMATION

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer: Forum Investors III LLC
   
Address of Joint Filer: c/o Forum Merger III Corporation
  1615 South Congress Avenue, Suite 103
  Delray Beach, Florida 33445
   
Relationship of Joint Filer to Issuer: 10% Owner, Director
   
Issuer Name and Ticker or Trading Symbol: Forum Merger III Corporation [FIII]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 08/18/2020
   
   
   
 Name of Joint Filer: Marshall Kiev
   
Address of Joint Filer: c/o Forum Merger III Corporation
  1615 South Congress Avenue, Suite 103
  Delray Beach, Florida 33445
   
Relationship of Joint Filer to Issuer: 10% Owner, Director, Officer
   
Issuer Name and Ticker or Trading Symbol: Forum Merger III Corporation [FIII]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 08/18/2020
   
   
   
 Name of Joint Filer: David Boris
   
Address of Joint Filer: c/o Forum Merger III Corporation
  1615 South Congress Avenue, Suite 103
  Delray Beach, Florida 33445
   
Relationship of Joint Filer to Issuer: 10% Owner, Director, Officer
   
Issuer Name and Ticker or Trading Symbol: Forum Merger III Corporation [FIII]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 08/18/2020