UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2018

ConvergeOne Holdings, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (888) 321-6227

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company   ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introductory Note

On February 22, 2018, C1 Investment Corp. and Forum Merger Corporation (“Forum”) consummated the transactions contemplated by the Agreement and Plan of Merger (as defined below) (the “Transactions”), following the approval at the special meeting of the stockholders of Forum held on February 20, 2018 (the “Special Meeting”). In connection with the Closing (as defined below) of the Merger, the registrant changed its name from Forum Merger Corporation to ConvergeOne Holdings, Inc. (“ConvergeOne”). Certain terms used in this Current Report on Form 8-K have the same meaning as set forth in the final prospectus and definitive proxy statement (the “Proxy Statement/Prospectus”) filed with the Securities and Exchange Commission (the “Commission”) on February 5, 2018 by Forum.

Agreement and Plan of Merger

As disclosed under the sections titled “The Business Combination Proposal” and “The Merger Agreement” of the Proxy Statement/Prospectus, on November 30, 2017, the parties entered into an Agreement and Plan of Merger, dated as of November 30, 2017 (“Merger Agreement”), by and among Forum, FMC Merger Subsidiary Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of Forum (the “Merger Sub I”), FMC Merger Subsidiary LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of Forum (the “Merger Sub II”), C1 Investment Corp., a Delaware corporation (“C1”), and Clearlake Capital Management III, L.P., in the capacity as the Seller Representative (“Clearlake”).

The Transactions involved the merger of Merger Sub I with and into C1, with C1 continuing as the surviving corporation (the “Surviving Subsidiary”) and as a wholly-owned subsidiary of Forum (the “First Merger”) and (b) the merger of the Surviving Subsidiary of the First Merger with and into Merger Sub II, ceasing the separate existence of the Surviving Subsidiary (the “Second Merger” and together with the First Merger, the “Business Combination”). Merger Sub II continued as the surviving entity in the Second Merger, and Merger Sub II, continued as the surviving entity, and is referred to as the Surviving Entity (the “Combined Entity”)

Item 2.01 of this Current Report discusses the consummation of the Business Combination and various other Transactions and events contemplated by the Merger Agreement which took place on February 22, 2018 (the “Closing”), and is incorporated herein by reference.

Amended and Restated Registration Rights Agreement

On April 6, 2017, Forum Investors I, LLC, Forum’s sponsor (the “Sponsor”), entered into a registration rights agreement with Forum (now ConvergeOne), pursuant to which the Sponsor was granted certain rights relating to the registration of shares of common stock, Founders’ Units (as defined therein) and Working Capital Units (as defined therein) held by them.

Upon the Closing, ConvergeOne and certain C1 Securityholders and the Sponsor entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, certain C1 Securityholders and the Sponsor hold registration rights that obligate ConvergeOne to register for resale under the Securities Act of 1933, as amended (the “Securities Act”), all or any portion of the common stock issued as merger consideration under the Merger Agreement, including any Earnout Stock Payments, as well as shares of common stock held by the Sponsor or issuable upon the exercise of warrants held by the Sponsor. Stockholders holding a majority-in-interest of all such registrable securities will be entitled to make a written demand for registration under the Securities Act of all or part of the their registrable securities, so long as such shares are not then restricted under the Lock-Up Agreement (as more completely described in the Proxy Statement/Prospectus). Subject to certain exceptions, if any time after the Closing, ConvergeOne proposes to file a registration statement under the Securities Act with respect to its securities, under the Registration Rights Agreement, ConvergeOne shall give notice to the C1 Securityholders and the Sponsor as to the proposed filing and offer such stockholders an opportunity to register the sale of such number of their registrable securities as they request in writing. In addition, subject to certain exceptions, such stockholders will be entitled under the Registration Rights Agreement to request in writing that ConvergeOne register the resale of any or all of their registrable securities on Form S-3 and any similar short-form registration statement that may be available at such time.

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Under the Registration Rights Agreement, ConvergeOne will agree to indemnify such stockholders and certain persons or entities related to such stockholders against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell registrable securities, unless such liability arose from their misstatement or omission, and such stockholders including registrable securities in any registration statement or prospectus will agree to indemnify ConvergeOne and certain persons or entities related to ConvergeOne against all losses caused by their misstatements or omissions in those documents.

This summary is qualified in its entirety by reference to the text of the Registration Rights Agreement, which is included as Exhibit 10.16 to this Current Report and is incorporated herein by reference.

Sponsor Earnout Letter and Amendment to Escrow Agreement

In connection with the execution of the Merger Agreement, Forum, C1, the Sponsor, and Clearlake Capital Management III, L.P. entered into the Sponsor Earnout Letter and Amendment to Escrow Agreement, dated November 30, 2017, (“Sponsor Earnout Letter”) which amends the Escrow Agreement dated April 6, 2017, by and among Sponsor, Forum and Continental Stock Transfer & Trust Company, to release 4,312,500 shares of Class F Common Stock of Forum (“Founders Shares”) purchased by the Sponsor prior to the Forum IPO from escrow to:

This summary is qualified in its entirety by reference to the text of the Sponsor Earnout Letter, which is included as Exhibit 10.13 to this Current Report and is incorporated herein by reference.

Amendment to Credit Agreement

On June 20, 2017, C1 Holdings Corp. and C1 Intermediate Corp. entered into a Revolving Loan Credit Agreement (the “Revolver Agreement”) with Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”) as the administrative agent and collateral agent and as FloorPlan Funding Agent. The Revolver Agreement initially provided a senior secured revolving loan facility of $150,000,000 aggregate principal amount of revolving loans. On February 13, 2018, the Revolver Agreement was amended to increase the revolving loan facility amount to $200,000,000 (the “Credit Agreement Amendment”). Other than the Credit Agreement Amendment described herein, all other terms of the Revolver Agreement are unchanged and remain in full force and effect. This summary is qualified in its entirety by reference to the text of the Credit Agreement Amendment, which is included as Exhibit 10.33 to this Current Report and is incorporated herein by reference.

On February 20, 2018, Forum held a Special Meeting at which the Forum stockholders considered and adopted, among other matters, the Merger Agreement. On February 22, 2018, the parties consummated the Transactions.

At the Special Meeting, holders of 16,940,909 shares of Forum common stock sold in its initial public offering (“Public Shares”) exercised their right to redeem those shares for cash at a price of $10.154326 per share, for an aggregate of approximately $172 million. Immediately after giving effect to the Transactions (including as a result of the redemptions described above, certain forfeitures of Forum common stock immediately prior to the Closing, and the issuance of an additional 16,459,375 shares of common stock for an aggregate purchase price of $131,675,000 pursuant to subscription agreements entered into in connection with the Transactions), there were approximately 69.7 million shares of common stock and warrants to purchase approximately 8.9 million shares of

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common stock of ConvergeOne issued and outstanding. Upon the Closing, Forum’s rights, and units ceased trading, and ConvergeOne’s common stock and warrants began trading on The Nasdaq Stock Market (“Nasdaq”) under the symbols “CVON” and “CVONW,” respectively. As of the closing date, entities affiliated with Clearlake beneficially owned approximately 54.7% of ConvergeOne’s outstanding shares of common stock and the former securityholders of Forum beneficially owned approximately 8.8% of ConvergeOne’s outstanding shares. As a result, ConvergeOne is a “controlled company” within the meaning of the Nasdaq listing rules and expects to take advantage of certain rules that provide exemptions from certain corporate governance rules of Nasdaq applicable to listed companies.

As noted above, the per share redemption price of $10.154326 for holders of Public Shares electing redemption was paid out of Forum’s trust account, which after taking into account the redemption, had a balance immediately prior to the Closing of approximately $3.1 million. In addition, approximately $0.5 million remained in Forum’s operating account immediately prior to the Closing and approximately $131.7 million in proceeds from the PIPE Investment, as more completely described in Item 3.02 below, remained in escrow immediately prior to the Closing, which, together with approximately $35.0 million of cash of C1, was used to pay the cash component of the consideration of approximately $170.6 million to be paid to C1 Securityholders in connection with the Closing.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as Forum was immediately before the Transactions, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, ConvergeOne, as the successor issuer to Forum, is providing the information below that would be included in a Form 10 if ConvergeOne were to file a Form 10. Please note that the information provided below relates to the combined company after Forum’s acquisition of ConvergeOne in connection with the consummation of the Transactions, unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

This current Report on Form 8-K contains forward-looking statements. Forward-looking statements provide ConvergeOne’s current expectations or forecasts of future events. Forward-looking statements include statements about ConvergeOne’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report include, but are not limited to, statements about ConvergeOne’s:

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These forward-looking statements are based on information available as of the date of this Current Report, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that we “believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements.

Business

The business of ConvergeOne is described in the Proxy Statement/Prospectus in the section titled “Information About C1” and that information is incorporated herein by reference.

Risk Factors

The risks associated with ConvergeOne’s business are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” and are incorporated herein by reference.

Financial Information

Reference is made to the disclosure set forth in Item 9.01 of this Report concerning the financial information of ConvergeOne. Reference is further made to the disclosure contained in the Proxy Statement/Prospectus in the section titled “Selected Consolidated Financial and Other Data of C1” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of C1” and is incorporated herein by reference.

Properties

The facilities of ConvergeOne are described in the Proxy Statement/Prospectus in the section titled “Information About C1– Facilities” and is incorporated herein by reference.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of shares of Common Stock of ConvergeOne upon the closing of the Business Combination by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Unless otherwise indicated, ConvergeOne believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock of ConvergeOne beneficially owned by them.

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Directors and Executive Officers

ConvergeOne’s directors and executive officers after the Closing are described in the Proxy Statement/Prospectus in the section titled “Management After the Business Combination” and is incorporated herein by reference.

Executive Compensation

The executive compensation of ConvergeOne’s executive officers and directors is described in the Proxy Statement/Prospectus in the section titled “Executive Compensation of C1” and is incorporated herein by reference.

Certain Relationships and Related Transactions

The certain relationships and related party transactions of ConvergeOne are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions” and are incorporated herein by reference.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus titled “Information About C1– Legal Proceedings” and is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

ConvergeOne’s common stock began trading on the Nasdaq under the symbol “CVON” and its warrants began trading on the Nasdaq American under the symbol “CVONW” on February 23, 2018, subject to ongoing review of ConvergeOne’s satisfaction of all listing criteria post-business combination. ConvergeOne intends to adopt a stated dividend policy and to use its commercially reasonable efforts to declare and pay a dividend in such amount as to provide an annual dividend yield to ConvergeOne’s stockholders of at least 1%, subject to the determination by ConvergeOne’s board of directors (i) that such dividend payment is permitted by applicable law and (ii) that ConvergeOne and its subsidiaries, on a consolidated basis, have a sufficient amount of unrestricted cash to make such dividend payment and still satisfy their respective existing liabilities and have sufficient reserves for future contingencies or future needs of the business of ConvergeOne and its subsidiaries. ConvergeOne has not paid any cash dividends on its common stock to date.

Information regarding Forum’s common stock, rights and units and related stockholder matters are described in the Proxy Statement/Prospectus in the section titled “Price Range and Dividends of Securities” and such information is incorporated herein by reference.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 3.02 of this Report concerning the issuance of ConvergeOne’s common stock to certain accredited investors, which is incorporated herein by reference.

Description of Registrant’s Securities

The description of ConvergeOne’s securities is contained in the Proxy Statement/Prospectus in the sections titled “Description of Securities After the Business Combination” and “Comparison of Stockholder Rights” and is incorporated herein by reference.

Indemnification of Directors and Officers

The description of the indemnification arrangements with ConvergeOne’s directors and officers is contained in the Proxy Statement/Prospectus in the section titled “Description of Securities of Forum-Limitation on Liability and Indemnification of Directors and Officers”, which is incorporated herein by reference.

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Financial Statements and Supplementary Data

Reference is made to the disclosure set forth under Item 9.01 of this current Report concerning the financial statements and supplementary data of ConvergeOne and its affiliates.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Reference is made to the disclosure contained in Item 4.01 of this Report, which is incorporated herein by reference.

Financial Statements and Exhibits

Reference is made to the disclosure set forth under Item 9.01 of this Report concerning the financial information of ConvergeOne and its affiliates.

Certain annual and quarterly financial information regarding ConvergeOne was included in the Proxy Statement/Prospectus, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of C1”, which is incorporated herein by reference. The disclosure contained in Item 2.01 of this Report is also incorporated herein by reference.

In connection with the Transactions, on November 30, 2017, Forum entered into subscription agreements (the “Subscription Agreements”), whereby the investors named therein committed to purchase 17,959,375 shares of Class A Common Stock for an aggregate purchase price of $143,675,000 (the “PIPE Investment”). The PIPE Investment was predicated on:

The initial closing of the PIPE Investment and the issuance of an aggregate of 16,459,375 shares of Class A Common Stock to 54 accredited investors occurred immediately prior to the consummation of the Business Combination. The sale and issuance was made in reliance on Rule 506 of Regulation D under the Securities Act of 1933, as amended. We paid the placement agents for the PIPE Investment an aggregate fee of $2.2 million.

At the Special Meeting, as the issuance of up to 17,959,375 shares of Class A Common Stock pursuant to the Subscription Agreements in connection with the PIPE Investment exceeded 20% of Forum’s then issued and outstanding common stock, in order to comply with the Nasdaq Listing Rules applicable to Forum, the Forum stockholders approved the issuance of the Class A Common Stock in the PIPE Investment.

Upon the Closing of the Transactions, all shares of Class A Common Stock were reclassified to common stock of ConvergeOne.

This summary is qualified in its entirety by reference to the text of the form of Subscription Agreement, which is included as Exhibit 10.12 to this Current Report and is incorporated herein by reference.

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Pre-Closing Amendment to Certificate of Incorporation

Immediately prior to the Closing of the Business Combination, Forum’s certificate of incorporation was amended to increase the number of authorized shares of Class A Common Stock from 40,000,000 to 200,000,000 shares for the purposes of carrying out the PIPE Investment. The amendment to the certificate of incorporation is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Amended and Restated Certificate of Incorporation

Upon the Closing of the Business Combination, Forum’s certificate of incorporation was further amended and restated to:

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This summary is qualified in its entirety by reference to the text of the amended and restated certificate of incorporation, which is included as Exhibit 3.2 to this Current Report and incorporated herein by reference.

Amended and Restated Bylaws

Upon the Closing of the Merger, Forum’s bylaws were amended and restated to be consistent with our amended and restated certificate of incorporation and to make certain other changes that our board of directors deems appropriate for a public operating company. The amended and restated bylaws are filed as Exhibit 3.3 hereto and incorporated herein by reference.

Marcum, LLP (“Marcum”) served as the independent registered public accounting firm for Forum (and its subsidiaries) from its inception through the Closing. The firm of RSM LLP (“RSM”) served as the independent registered public accounting firm for privately-held C1. Upon the Closing, RSM became the independent registered public accounting firm for the renamed combined entity ConvergeOne. The decision to engage RSM effective upon the closing of the Business Combination was made by the board of directors of Forum on February 20, 2018 because the historical financial statements of ConvergeOne became the historical financial statements of the Combined Entity following the Closing.

Marcum’s report on Forum’s financial statements as of December 31, 2017 and 2016, and for the year ended December 31, 2017 and for the period from November 17, 2016 (inception) to December 31, 2016 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles. During the period of Marcum’s engagement by Forum, and the subsequent interim period preceding Marcum’s dismissal, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Marcum, would have caused it to make a reference to the subject matter of the disagreement in connection with its reports covering such periods. In addition, no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, occurred within the period of Marcum’s engagement and the subsequent interim period preceding Marcum’s dismissal.

During the period from November 17, 2016 (Forum’s inception) through December 31, 2017 and the subsequent interim period preceding the engagement of RSM, Forum did not consult RSM regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Forum’s financial statements, and neither a written report was provided to ConvergeOne or oral advice was provided that RSM concluded was an important factor considered by ConvergeOne in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

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ConvergeOne provided Marcum with a copy of the disclosures made pursuant to this Item 4.01 prior to the filing of this Report and requested that Marcum furnish a letter addressed to the Commission, which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree.

Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “The Business Combination Proposal” and “The Merger Agreement” which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Report, which is incorporated by reference.

Immediately after giving effect to the Transactions, there were approximately 69.7 million shares of common stock of ConvergeOne outstanding. As of such time, entities affiliated with Clearlake held 54.7% of the outstanding shares of common stock of ConvergeOne.

Appointment of Directors and Officers

The following persons are serving as executive officers and directors following the Closing. For biographical information concerning the executive officers and directors, see the disclosure in the Proxy Statement/Prospectus in the sections titled “Executive Officers and Directors of C1”and “Forum’s Management,” which are incorporated by reference.

Effective upon the Closing, each of Stephen A. Vogel, Marshall Kiev and David Boris resigned as executive officers of Forum, and each of Jerry Elliott, Neil Goldberg and Steven Berns resigned as directors of Forum.

2018 Equity Incentive Plan

At the Special Meeting, the Forum stockholders considered and approved the 2018 Equity Incentive Plan, or the Equity Incentive Plan, and reserved 10,000,000 shares of common stock for issuance thereunder. The Equity Incentive Plan was previously approved, subject to stockholder approval, by the board of directors on February 1, 2018. The Equity Incentive Plan became effective immediately upon the Closing of the Merger. The number of shares of common stock reserved for issuance under the Equity Incentive Plan will automatically increase on January 1 of each year, beginning on January 1, 2019 and continuing through January 1, 2028, by 4.0% of the total number of shares of common stock outstanding on December 31 of the preceding year, or a lesser number of shares as may be determined by the board of directors. The maximum number of shares of common stock that may be issued pursuant to the exercise of incentive options under the Equity Incentive Plan is 30,000,000.

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A more complete summary of the terms of the Equity Incentive Plan is set forth in the Proxy Statement/Prospectus. That summary and the foregoing description are qualified in their entirety by reference to the text of the Equity Incentive Plan, which is filed as Exhibit 10.17 hereto and incorporated herein by reference.

2018 Employee Stock Purchase Plan

At the Special Meeting, the Forum stockholders considered and approved the 2018 Employee Stock Purchase Plan, or the ESPP, and reserved 1,500,000 shares of common stock for issuance thereunder. The ESPP was previously approved, subject to stockholder approval, by the board of directors on February 1, 2018. The ESPP became effective immediately upon the Closing of the Merger. The number of shares of common stock reserved for issuance under the Equity Incentive Plan will automatically increase on January 1 of each year, beginning on January 1, 2019 and continuing through January 1, 2028, by the lesser of (i) 1.0% of the total number of shares of common stock outstanding on December 31 of the preceding year; (ii) 1,500,000 shares of common stock; or (iii) a lesser number of shares as may be determined by the board of directors.

A more complete summary of the terms of the ESPP is set forth in the Proxy Statement/Prospectus. That summary and the foregoing description are qualified in their entirety by reference to the text of the ESPP, which is filed as Exhibit 10.20 hereto and incorporated herein by reference.

Offer Letters

As a result of the Transactions, the Combined Entity (through its subsidiaries) is now party to offer letter agreements with each of the Combined Entity’s executive officers: John A. McKenna, Jr., President and Chief Executive Officer, Chairman of the Board, Jeffrey Nachbor, Chief Financial Officer, John F. Lyons, President, Field Organization, and Paul Maier, President, Services Organization. The offer letter agreements generally provide for at-will employment and set forth the executive officer’s initial base salary, discretionary performance bonus target, annual management incentive fee, severance eligibility, eligibility for other employment benefits, and pre-dispute arbitration agreement. A description of the offer letters is included in the Proxy Statement/Prospectus under the section titled “Executive Compensation of C1,” and the text of the offer letters is filed as Exhibits 10.21, 10.22, 10.23 and 10.24 hereto. Such description and the text of such offer letters is incorporated herein by reference.

The information set forth in Item 3.03 is incorporated by reference into this Item 5.03.

As a result of the Transactions, Forum ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the sections titled “The Business Combination Proposal” and “The Merger Agreement” and is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Form 8-K.

As a result of the Merger and by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ConvergeOne is a successor issuer to Forum. ConvergeOne hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.

(a)-(b) Financial Statements.

Information responsive to Item 9.01(a) and (b) of Form 8-K is set forth in the financial statements included in the Proxy Statement/Prospectus beginning on page F-1, and under “Unaudited Pro Forma Condensed Combined Financial Statements” and is incorporated herein by reference.

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The audited financial statements of SPS Holdco, LLC for the years ended December 27, 2015 and December 25, 2016, and the unaudited financial statements of SPS Holdco, LLC for the six months ended June 30, 2017 are filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The audited financial statements of AOS, Inc. for the years ended December 27, 2015 and December 25, 2016 are filed as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.

The unaudited financial statements of AOS, Inc. for the nine month period ended October 1, 2017 are filed as Exhibit 99.3 to this Form 8-K and incorporated herein by reference.

The unaudited pro forma financial statements are filed as Exhibit 99.4 to this Form 8-K and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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