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