0001567619-21-021466.txt : 20211202
0001567619-21-021466.hdr.sgml : 20211202
20211202160331
ACCESSION NUMBER: 0001567619-21-021466
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20211202
FILED AS OF DATE: 20211202
DATE AS OF CHANGE: 20211202
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: 211466580
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
2021-12-02
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
Common Stock
2021-12-02
4
A
0
138225
0
A
43006641
I
by AJ Capital Investment, LLC
Common Stock
2021-12-02
4
A
0
5051
0
A
43011692
I
by AJ Capital Investment, LLC
Common Stock
2021-12-02
4
A
0
53246
0
A
16476704
I
by Luo Pan Investment II, LLC
Common Stock
2021-12-02
4
A
0
1946
0
A
16478650
I
by Luo Pan Investment II, LLC
Employee Restricted Stock Unit
Common Stock
250000
250000
D
Earnout Restricted Stock Unit
Common Stock
6000000
6000000
D
Earnout Right
Common Stock
2764500
2764500
I
by AJ Capital Investment, LLC
Earnout Right
Common Stock
1065000
1065000
I
by Luo Pan Investment II, LLC
Release of adjustment escrow shares pursuant to the calculation of a positive adjustment amount under the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Electric Last Mile Solutions, Inc., ELMS Merger Corp. and Electric Last Mile, Inc., as amended ("Merger Agreement").
Issued pursuant to the calculation of a positive adjustment amount under the 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.
Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting.
Restricted stock units will vest with respect to 33 1/3% on each of January 2, 2022, January 2, 2023 and January 2, 2024, subject to continued employment.
50% of the restricted stock units will be deemed earned and vested if the closing price per share of common stock 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, subject to continued employment.
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/ Thomas M. Dono, Jr., attorney-in-fact for Jason Luo
2021-12-02
EX-24.1
2
luopoa.txt
POWER OF ATTORNEY
POWER OF ATTORNEY
Know all by these presents, that, for good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the undersigned
hereby constitutes and appoints Thomas M. Dono, Jr., Yao (Rob) Song, and any of
their substitutes, signing singly, the undersigned's true and lawful attorney-
in-fact to:
(1) execute for and on behalf of the undersigned (in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (the ?Exchange Act?)), in the undersigned's capacity as an officer
and/or director of Electric Last Mile Solutions, Inc., a corporation organized
under the laws of Delaware (the ?Company?), any and all Forms 3, 4 and/or 5,
and any amendments thereto, that are necessary or advisable for the undersigned
to file under Section 16(a) (collectively, ?Documents?);
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Documents and
timely file such Documents with the United States Securities and Exchange
Commission and any stock exchange or similar authority, including completing
and executing a Uniform Application for Access Codes to File on EDGAR on Form
ID; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each such attorney-in-fact
(or such attorney-in-fact's substitute or substitutes) shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that each attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming,
nor is such attorney-in-fact's substitute or substitutes or the Company
assuming, any of the undersigned's responsibilities to comply with the Exchange
Act. The undersigned agrees to defend and hold harmless each attorney-in-fact
(and such attorney-in-fact's substitute or substitutes) from and against any
and all loss, damage or liability that such attorney-in-fact may sustain as a
result of any action taken in good faith hereunder.
This Power of Attorney revokes any power of attorney previously executed by the
undersigned with respect to the foregoing subject matter. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file Documents with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 3rd day of November, 2021.
/s/ Jason Luo
Jason Luo