0001567619-21-012733.txt : 20210629 0001567619-21-012733.hdr.sgml : 20210629 20210629172721 ACCESSION NUMBER: 0001567619-21-012733 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210625 FILED AS OF DATE: 20210629 DATE AS OF CHANGE: 20210629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luo Jason CENTRAL INDEX KEY: 0001868825 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39457 FILM NUMBER: 211059306 MAIL ADDRESS: STREET 1: 1055 W. SQUARE LAKE ROAD CITY: TROY STATE: MI ZIP: 48098 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Electric Last Mile Solutions, Inc. CENTRAL INDEX KEY: 0001784168 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1055 W. SQUARE LAKE ROAD CITY: TROY STATE: MI ZIP: 48098 BUSINESS PHONE: 888-825-9111 MAIL ADDRESS: STREET 1: 1055 W. SQUARE LAKE ROAD CITY: TROY STATE: MI ZIP: 48098 FORMER COMPANY: FORMER CONFORMED NAME: Forum Merger III Corp DATE OF NAME CHANGE: 20190731 4 1 doc1.xml FORM 4 X0306 4 2021-06-25 0 0001784168 Electric Last Mile Solutions, Inc. ELMS 0001868825 Luo Jason 1055 W SQUARE LAKE ROAD TROY MI 48098 1 1 1 0 Executive Chairman & President Common Stock 2021-06-25 4 A 0 42634477 A 42634477 I by AJ Capital Investment, LLC Common Stock 2021-06-25 4 C 0 233939 A 42868416 I by AJ Capital Investment, LLC Common Stock 2021-06-25 4 A 0 16423458 A 16423458 I by Luo Pan Investment II, LLC Convertible Note 2021-06-25 4 C 0 233939 D Common Stock 233939 0 I by AJ Capital Investment, LLC Earnout Right 2021-06-25 4 A 0 2764500 A Common Stock 2764500 2764500 I by AJ Capital Investment, LLC Earnout Right 2021-06-25 4 A 0 1065000 A Common Stock 1065000 1065000 I by Luo Pan Investment II, LLC Received in exchange for 51,919 shares of common stock of Electric Last Mile, Inc. ("ELM"), pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended ("Merger Agreement"). The reporting person is the sole member of AJ Capital Investment, LLC and is the co-manager of Luo Pan Investment II, LLC and has sole voting and investment power with respect to the common stock held by these entities. Shares were issued to the reporting person upon conversion of an aggregate of $2,126,720.38 in principal and accrued interest under a convertible note owed to the reporting person. Received in exchange for 20,000 shares of common stock of Electric Last Mile, Inc. ("ELM"), pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended ("Merger Agreement"). On December 10, 2020, Electric Last Mile, Inc. ("ELM") entered into a $2,125,000 ELM Convertible Note with AJ Capital Investment, LLC. The reporting person is the beneficial owner of the ELM Convertible Note issued to AJ Capital Investment, LLC. Pursuant to the terms of the Convertible Note, upon the closing of the transaction contemplated pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended, the Convertible Note will be converted into shares of common stock of Electric Last Mile Solutions, Inc. On June 25, 2021 (the "Closing Date"), AJ Capital Investment, LLC received the right to acquire 2,764,500 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to AJ Capital Investment, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. On June 25, 2021 (the "Closing Date"), Luo Pan Investment II, LLC received the right to acquire 1,065,000 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to Luo Pan Investment II, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. /s/ Benjamin Wu, attorney-in-fact for Jason Luo 2021-06-29