UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 21, 2022
Date of Report (Date of earliest event reported)
ELECTRIC LAST MILE SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-39457 | | 84-2308711 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
1055 W. Square Lake Road
Troy, Michigan 48098
(Address of Principal Executive Offices) (Zip Code)
(888) 825-9111
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.0001 par value per share | | ELMS | | The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share | | ELMSW | | The Nasdaq Stock Market LLC |
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.
Explanatory Note
Electric Last Mile Solutions, Inc. (the “Company”) is filing an amendment to its Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 4, 2022 (the “Original Form 8-K”), to amend Item 2.05 to provide an estimate of the total charges expected to be incurred in connection with the Company's previously announced reduction in force. This amendment to the Original Form 8-K is being filed by the Company solely to amend and supplement the Company’s disclosure under Item 2.05 of the Original Form 8-K. The remainder of the Original Form 8-K is unchanged.
Item 2.05. Costs Associated with Exit or Disposal Activities.
On February 21, 2022, the Board of Directors of the Company approved a planned reduction in force of 50 employees, constituting approximately 24% of the Company’s headcount, as part of an overall plan to focus the Company on its core business and streamline its cost structure (the “Plan”). In connection with the Plan, the Company expects to incur net pre-tax charges of approximately $0.3 million in severance and related costs.
Forward-Looking Statements
This report contains forward-looking statements, and any statements other than statements of historical fact could be deemed to be forward-looking statements. These forward-looking statements include, among other things, statements regarding the Company’s expected costs in connection with its planned reduction in force. These statements are subject to risks and uncertainties, and actual results may differ materially from these statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
| Exhibit Number | |
Description |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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.
| Date: March 15, 2022 | ELECTRIC LAST MILE SOLUTIONS, INC. |
| | |
| | By: | /s/ Robert Song |
| | | Robert Song |
| | | Chief Financial Officer and Treasurer |
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