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

~~April 11~~May 26, 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. ☐

Item 5 1.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers~~Agreement.

~~As previously~~On ~~disclosed~~May in26, 2022, Electric Last Mile, Inc. (“ELM”), a ~~Current~~wholly ~~Report~~owned onsubsidiary ~~Form~~of ~~8-K~~Electric ~~filed~~Last byMile Solutions, Inc., entered into an amendment (the ~~Company~~“Amendment”) onto ~~March~~the 4Land Contract, dated ~~2022~~June 25, 2021 (the “~~March~~Land 4Contract”), ~~Current~~by ~~Report~~and between SF Motors, Inc. (d/b/a SERES) (“SERES”) and ELM, effective inas ~~connection~~of ~~with~~April ~~James~~30, ~~Taylor~~2022 (the “Amendment Effective Date”). The Amendment provides that ELM’s ~~resignation~~monthly ~~from~~payment ~~his~~obligations under ~~positions~~the asLand ~~President~~Contract ~~and~~shall ~~Chief~~be ~~Executive~~(i) ~~Officer~~for each of April 2022, May 2022, June 2022, and asJuly a2022, ~~member~~an amount equal to fifty percent (50%) of the monthly payment obligations due under the Land Contract prior to the effectiveness of the Amendment, (ii) for each of August 2022, ~~Board~~September 2022, ~~Mr.~~October ~~Taylor~~2022, and November 2022, an amount equal to one hundred fifty percent (150%) of the ~~Company~~monthly ~~entered~~payment ~~into~~obligations due aunder ~~settlement~~the ~~agreement~~Land ~~dated~~Contract asprior to the effectiveness of ~~March~~the 1Amendment, ~~2022~~and (iii) for December 2022 and for each month thereafter until the ~~“Settlement~~purchase ~~Agreement”)~~price under the Land Contract is paid in full by ELM to SERES, an amount equal to one hundred percent (100%) of the monthly apayment ~~copy~~obligations due under the Land Contract prior to the effectiveness of ~~which~~the isAmendment. ~~attached~~In asconsideration anof ~~exhibit~~the deferral of ELM’s monthly payment obligations due under the Land Contract described in the preceding sentence, ELM agreed to waive, release, and discharge SERES from and against any and all rights, defenses, claims, or causes of action of ELM against SERES that may have arisen under the ~~March~~Land Contract 4or ~~Current~~any ~~Report~~lien or collateral in connection therewith prior to the Amendment Effective Date.

~~Under the~~Item ~~Settlement Agreement, Mr. Taylor agreed, among other things, to surrender~~ 1.802 ~~million~~Termination ~~shares~~ of the Company’s common stock to the Company shortly following execution of the Settlement Agreement (the “March Transfer Shares”), and, no later than April 11, 2022, to surrender to the Company an additional number of shares of Company common stock with a ~~value~~Material ofDefinitive ~~approximately $3~~Agreement.~~3 million based on a VWAP calculation (the “April Transfer Shares”).~~

~~Mr. Taylor~~On ~~delivered~~May to27, ~~the~~2022 ~~Company~~ (the ~~March~~“Termination ~~Transfer~~Effective Date”), ~~Shares.~~ELM ~~However,~~entered ~~Mr.~~into ~~Taylor~~a ~~failed~~termination toand ~~surrender~~release (the ~~April~~“Termination ~~Transfer~~of ~~Shares~~IP byAgreement”) ~~April~~of that certain Exclusive IP ~~11,~~License ~~2022~~Agreement, ~~thereby~~dated ~~breaching~~as ~~the~~of ~~terms~~April of9, 2021 (the ~~Settlement~~“IP Agreement”), by and between ELM and SERES. ~~Thereafter~~The IP Agreement governs ELM’s license of certain intellectual property owned by SERES and Chongqing Sokon Motor (Group) Imp. & Exp. Co., MrLtd. ~~Taylor~~used ~~requested~~in the andesign, ~~extension~~manufacture, development, marketing, sale, offering for sale, or commercialization of ~~time~~urban toutility ~~surrender~~and commercial vehicles ~~the~~designated ~~April~~as ~~Transfer~~SERES’s ~~Shares~~EC35 and D51 models. The ~~Company~~parties ~~considered~~initially entered into the ~~request~~IP ~~but~~Agreement ~~denied~~in ~~Mr.~~connection ~~Taylor~~with ~~such~~ELM’s anacquisition of ~~extension.~~the ToMishawaka, ~~date~~Indiana manufacturing facility from SERES in June 2021, Mrpursuant to the Land Contract. ~~Taylor~~ELMS ~~has~~currently ~~failed~~does not use any toof ~~surrender~~the intellectual property covered by the ~~April~~IP ~~Transfer~~Agreement. ~~Shares~~The parties agreed to terminate the ~~Company~~IP Agreement in connection with their entry into the Amendment, as described in Item 1.01 above.

~~Item~~The Termination of IP Agreement provides that ~~7.01.~~ELM ~~Regulation~~and FDSERES ~~Disclosures~~have (i) terminated the IP Agreement and (ii) waived any and all claims that either of ELM or SERES may have against the other arising out of the IP Agreement.

~~As of~~Item ~~the date of this Current Report on Form 8-K, the Company expects that, without obtaining additional financing, it has sufficient cash to continue operations into June 2022~~9.01 ~~The~~Financial ~~Company’s~~Statements ~~current projections reflect, among other things, increases in professional service fees, employee retention costs~~ and ~~payments to suppliers~~Exhibits. ~~The Company is actively pursuing potential sources of liquidity and is working to extend its cash runway during this process to the extent possible.~~

~~The information~~(d) in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.Exhibits

Exhibit Number	Description
10.1	First Amendment to Land Contract, dated June 25, 2021, by and between SF Motors, Inc. DBA SERES and Electric Last Mile, Inc.
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: May 27, 2022	ELECTRIC LAST MILE SOLUTIONS, INC.
Date: June 2, 2022	ELECTRIC LAST MILE SOLUTIONS, INC.
	By:	/s/ Robert Song
		Robert Song
		Chief Financial Officer and Treasurer

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