Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE COMBINED COMPANY

The unaudited pro forma condensed combined financial statements (referred to as the “pro forma financial statements”) presented below are derived from the historical consolidated financial statements of the LMP Automotive Holdings, Inc. (“Automotive”, “the Company” or “LMP”) and Acquisition, as adjusted, to give effect to the Acquisition.

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 and December 31, 2020, assumes that the Acquisition occurred on January 1, 2020, as shown in the table below:

Hereinafter referred to as the “Acquisition”.

As of October 6, 2021, Automotive has closed on the White Plains CDJR dealership acquisition.

The unaudited pro forma condensed financial information assumes that the Acquisition occurred on January 1, 2020.

The following unaudited pro forma condensed combined financial information should be read in conjunction with the following financial statements:

The pro forma adjustments reported in these financial statements are based upon available information and certain assumptions that the Company’s management believes are reasonable. The unaudited pro forma condensed combined financial information of the Combined Company is presented for informational purposes only and is not intended to represent or be indicative of what the results of operations or financial condition would have been had the Acquisition actually occurred on the dates indicated, nor is it meant to be indicative of future results of operations or financial condition for any future period or as of any future date.

Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information of the Combined Company.

LMP AUTOMOTIVE HOLDINGS, INC.

Pro Forma Condensed Combined Balance Sheet

As of September 30, 2021

(Unaudited)

LMP AUTOMOTIVE HOLDINGS, INC.

Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended September 30, 2021

(Unaudited)

LMP AUTOMOTIVE HOLDINGS, INC.

Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2021

(Unaudited)

LMP AUTOMOTIVE HOLDINGS, INC.

Pro Forma Condensed Combined Balance Sheet

As of December 31, 2020

(Unaudited)

LMP AUTOMOTIVE HOLDINGS, INC.

Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2020

(Unaudited) 

The unaudited pro forma condensed combined financial information includes pro forma adjustments that are (1) directly attributable to the Acquisition, (2) factually supportable, and (3) with respect to the unaudited pro forma condensed combined statements of income, expected to have a continuing impact on the operating results of the combined company.

The Acquisition is accounted for as a business combination using the acquisition method of accounting under ASC Topic 805, Business Combinations. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition, with any excess purchase price allocated to goodwill. To date, the Company has made a preliminary allocation of the purchase price to the assets acquired and liabilities assumed in the Acquisition, and will complete the allocation of such purchase price as further information becomes available. The final purchase price allocation may differ from that reflected in the following unaudited pro forma condensed combined financial statements, and these differences may be material.

The unaudited pro forma condensed combined statements of income for the twelve months ended December 31, 2020 assumes that the Acquisition occurred on January 1, 2020.

The pro forma adjustments reported in these financial statements are based upon available information and certain assumptions that the Company’s management believes are reasonable. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not intended to represent or be indicative of what the results of operations or financial condition would have been had the Transaction actually occurred on the date indicated, nor is it meant to be indicative of future results of operations or financial condition for any future period or as of any future date. The unaudited pro forma condensed combined financial information of the Combined Company should be read in conjunction with the audited consolidated financial statements of Automotive as of and for the year ended December 31, 2020 and the audited combined and consolidated financial statements of the Acquisition as of December 31, 2020.

Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information.

On October 6, 2021, through a majority owned subsidiary, the Company acquired a Chrysler Jeep dealership in New York for a purchase price totaling approximately $13.1 million as summarized in the table below. The fair value of rollover equity was determined based on the implied fair value of equity with no discount for minority interest or lack of marketability. The fair value of LMP common stock was determined based on the implied fair value of equity with no discount for minority interest or lack of marketability. The fair value of LMP common stock was determined based on the share price at closing and discounted 13.2% for a lack of marketability related to the lockup period of six months; the discount was determined using the Finnerty model within the protective put option methodology. Contingent consideration relates to the protective put option that the sellers can exercise for a guaranteed share price in accordance with the agreement. The fair value of the contingent consideration was determined based on a European put option within the protective put option method and discounted 2.9% for counterparty credit risk. The dealership operates under a sales and service agreement with Stellantis N.V.. The acquisition has been accounted for as a purchase and, accordingly, the operating results of the acquired dealership have been included in the Company's financial statements since the date of acquisition. The Company incurred approximately $453,000 in acquisition costs, which were recognized in general and administrative expense within the consolidated statements of operations.

The following table summarizes the total consideration.

The following table summarizes the allocation of the total consideration to the tangible and intangible assets acquired and the liabilities assumed based on the respective fair values at the acquisition date. The Company is still reviewing fair values of the assets acquired and the liabilities assumed, including the noncontrolling interest as being provisional. Therefore, the fair values are provisional measurements and may be subject to change.

Net Assets Acquired

The fair value of property, plant and equipment acquired is summarized below:

The final purchase price allocation will be determined once the Company has completed the detailed valuations and necessary calculations related to the Acquisition.

The estimated fair values of assets acquired and liabilities assumed were based upon preliminary analysis performed for the preparation of the pro forma financial information and are subject to the final valuations that are in the process of being completed and finalized. These estimates and assumptions are subject to change within the measurement period as additional information is obtained. A decrease in the fair value of the assets acquired or liabilities assumed in the Acquisition from the preliminary valuations presented would result in a dollar-for-dollar corresponding increase in the amount of goodwill resulting from the Acquisition. In addition, if the value of the property and equipment and other intangible assets is higher than the amount included in these unaudited pro forma condensed combined financial statements, it may result in higher depreciation and amortization expense than is presented herein. Any such increases could be material and could result in the Company’s actual future financial condition or results of operations differing materially from that presented herein. As a result, the final purchase price allocation may differ materially from the preliminary purchase price allocation.

The fair value of the franchise rights was based on the excess earnings method. The fair value of the tradename was based on the relief from royalty method. The franchise rights and tradename are indefinite lived assets and not subject to amortization.

The excess of the consideration transferred in the acquisition over the net amounts assigned to the fair value of the tangible assets and identifiable intangible assets acquired was recorded as goodwill, which is attributable primarily to expected synergies and an assembled workforce. Total goodwill is expected to be deductible for tax purposes.

As a result of the Acquisition, the Company issued noncontrolling interest in one of its wholly-owned subsidiaries, LMP White Plains CDJR, LLC (“LMP White Plains”), to one of the sellers of the Acquisition. The noncontrolling interest represents 15% of the outstanding equity interests of LMP White Plains and totaled approximately $834,000 as of January 1, 2020. There were no changes in the outstanding equity interests of LMP White Plains from the Acquisition through December 31, 2020.

The one seller that was issued a noncontrolling interest and the Company agreed to both a put option exercisable by the noncontrolling interest holder and a call option exercisable by Automotive for the remaining 15% minority interest based on a formulaic approach. In order to appropriately account for the classification of the redeemable noncontrolling interest outside of the permanent equity, an evaluation of the contracts and ASC 480 and ASC 815 was performed. As the put option is outside of the Company’s control, the estimated redemption value of the minority interest is presented as a redeemable noncontrolling interest outside of permanent equity on the pro forma condensed combined balance sheet. As of December 31, 2020, the redemption value of the 15% noncontrolling interests was approximately $1.8 million, based on the contractually-defined redemption values as of the balance sheet date.

The Company allocates income and losses to the noncontrolling interest holder based on the applicable membership interest percentage. At each reporting period, the redeemable noncontrolling interest is recognized at the higher of (1) the initial carrying amounts of the noncontrolling interest as adjusted for accumulated income or loss attributable to the noncontrolling interest holder, or (2) the contractually-defined redemption values as of the balance sheet date, as long as the contractually-defined redemption value exceeds the initial amount of the noncontrolling interest. If the contractually-defined redemption value exceeds the carrying amount of noncontrolling interest as adjusted for accumulated income or loss attributable to the noncontrolling interest holder, but not the initial amount of the noncontrolling interest, the noncontrolling interest is recorded at the initial amount. Adjustments to the carrying amount of redeemable noncontrolling interest is charged against retained earnings (or additional paid-in capital if there are no retained earnings).

The components of redeemable noncontrolling interests for the nine months ended September 30, 2021 and the twelve months ended December 31, 2020, respectively, are as follows:

A reconciliation of pro forma shareholders’ equity attributable to Automotive’s shareholders’ equity attributable to noncontrolling interests, and total shareholders’ equity as of September 30, 2021 and December 31, 2020, respectively, is as follows:

As of December 31, 2019, there was no shareholders’ equity attributable to noncontrolling interests.

Management of the Company is currently in the process of conducting a more detailed review of accounting policies used in the historical financial statements of Acquisition to determine if differences in accounting policies require any further reclassification to conform to the Company’s accounting policies and classifications. As a result, we may identify additional differences between the accounting policies of the Acquisition that, when conformed, could have a material impact on these unaudited pro forma condensed combined financial statements.

The pro forma adjustments set forth in the unaudited pro forma condensed combined financial information reflect the following:

10