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

June 10 13, 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):

☐o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐o 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. ☐o

Item 3 1.0103. ~~Notice~~Bankruptcy ~~of Delisting of Failure to Satisfy a Continued Listing Rule~~ or ~~Standard; Transfer of Listing~~Receivership.

On June 1014, 2022, Electric Last Mile Solutions, Inc. (the “Company”) ~~received~~and aits ~~letter~~subsidiary, ~~from~~Electric ~~the~~Last ~~Listing~~Mile, ~~Qualifications~~Inc. ~~Department of~~(together, the ~~Nasdaq~~“Debtors”), ~~Stock~~ceased ~~Market~~operations and ~~LLC~~commenced bankruptcy proceedings (the “~~Nasdaq~~Chapter 7 Cases”) ~~indicating~~by ~~that~~filing voluntary petitions for relief under the ~~bid~~provisions of ~~price~~Chapter 7 of Title 11 of the ~~Company’s~~United ~~common~~States ~~stock~~Code, ~~par~~11 ~~value $0~~U.~~0001 per~~S.C. ~~share~~§§ 101 et seq. (the “~~common stock~~Code”), ~~closed~~in ~~below~~the ~~$1.00~~United ~~per~~States ~~share~~Bankruptcy Court for 30the ~~consecutive~~District ~~business~~of ~~days~~Delaware ~~and,~~(the as“Bankruptcy aCourt”). ~~result,~~The ~~the~~ Company is ~~not~~previously indisclosed ~~compliance~~its ~~with~~intention ~~Nasdaq~~to ~~Listing~~commence ~~Rule 5550(~~a~~)(2),~~ proceeding ~~which~~under ~~sets~~Chapter ~~forth~~7 of the ~~minimum~~Code ~~bid~~in ~~price~~a ~~requirement~~Current ~~for~~Report ~~continued~~on ~~listing~~Form ~~on the~~8-K ~~Nasdaq~~filed ~~Global~~on ~~Select~~June ~~Market~~13, 2022 (the “~~Minimum~~June ~~Bid~~Current ~~Requirement~~Report”).

~~Pursuant to~~As ~~Nasdaq~~a ~~Listing~~result ~~Rule~~of ~~5810(c)(3)(A),~~ the ~~Company~~commencement isof ~~eligible~~the ~~for~~Chapter ~~a 180-calendar day grace period, through December~~ 7, ~~2022~~Cases, ~~to regain~~ ~~compliance~~a ~~with~~Chapter ~~the~~7 ~~bid~~trustee ~~price~~will ~~requirement. Compliance can~~ be ~~achieved~~appointed by ~~evidencing~~the aBankruptcy ~~closing~~Court ~~bid~~to ~~price~~administer ofthe atDebtors’ ~~least~~estates ~~$1.00~~and ~~per~~to ~~share for~~perform athe ~~minimum~~duties ofset ~~ten~~forth in ~~consecutive~~Section ~~business~~704 ~~days~~of ~~(but generally not more than 20 consecutive business days) during~~ the ~~180-calendar day grace period~~Code.

~~Nasdaq’s notice~~Item ~~has~~3.01. noNotice ~~immediate~~of ~~effect~~Delisting ~~on the listing~~ of ~~the~~Failure ~~Company’s~~to ~~common~~Satisfy ~~stock~~a onContinued ~~Nasdaq. There~~Listing ~~can~~Rule ~~be no assurance that the Company will regain compliance with the Minimum Bid Requirement~~ or ~~maintain~~Standard; ~~compliance~~Transfer ~~with any~~ of ~~the other Nasdaq continued listing requirements~~Listing.

~~Item 5.02.~~On ~~Departure~~June of13, ~~Directors~~2022, orthe ~~Certain~~Company ~~Officers;~~received ~~Election~~a ofletter ~~Directors;~~from ~~Appointment~~the staff of ~~Certain~~the ~~Officers;~~Listing Qualifications ~~Compensatory~~Department ~~Arrangements~~(the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that ~~Certain~~the ~~Officers.~~Staff has determined that the Company’s securities will be delisted from Nasdaq based on the following factors:

~~As discussed~~· ~~in further detail in Item 8.01 of this Current Report on Form 8-K, on June 12, 2022,~~ the ~~Board~~Company’s ofannouncement ~~Directors~~ of ~~the~~its ~~Company (the~~intention ~~“Board”) authorized the Company~~ to commence a ~~bankruptcy~~ proceeding ~~(the “Chapter 7 Case”) by filing a voluntary petition for relief~~ under ~~the provisions of~~ Chapter 7 of ~~Title 11 of~~ the ~~United States~~ Code, 11as ~~U.S.C.~~disclosed ~~§§ 101 et seq. (the “Code”)~~ in the ~~United~~June ~~States~~Current Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). In connection with the commencement of the Chapter 7 Case, Shauna F. McIntyre, Brian M. Krzanich and Richard N. Peretz each tendered his or her resignation as a member of the Board, to become effective upon such time as a Chapter 7 trustee is authorized to assume control of the Company’s affairs.Report;

~~Item 7.01.~~· ~~Regulation~~concerns FDregarding ~~Disclosure.~~the residual equity interest of the existing listed securities holders; and

~~On June~~· ~~12,~~concerns ~~2022,~~about the Company’s ~~issued~~ability ato ~~press~~sustain ~~release~~compliance ~~announcing~~with ~~the~~all ~~events~~requirements ~~discussed~~for continued listing on The Nasdaq Stock Market, in ~~Items~~light ~~5.02~~of ~~and~~the ~~8.01~~Company’s current non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule 5250(c)(1) Noncompliance”) as a result of ~~this~~its ~~Current~~delinquent Annual Report on Form 810-K. Afor ~~copy~~the offiscal year ended December 31, 2021 and Quarterly Report on Form 10-Q for the ~~press~~three-month ~~release~~period isended ~~furnished~~March 31, 2022, as ~~Exhibit~~well ~~99.1~~as tothe ~~this~~Company’s ~~Current~~current ~~Report~~non-compliance onwith ~~Form~~Nasdaq ~~8-K~~Listing ~~and~~Rule ~~incorporated~~5550(a)(2) ~~herein~~(the by“Rule ~~reference~~5550(a)(2) Noncompliance”), which sets forth the minimum bid price requirement for continued listing on the Nasdaq Global Select Market.

~~The information~~Prior incorrespondence ~~Item~~with ~~7.01~~the ofStaff ~~this~~regarding ~~Current~~the Rule ~~Report~~5250(c)(1) onNoncompliance ~~Form 8-K~~ is ~~being~~discussed ~~furnished~~further ~~and~~in ~~shall~~Current ~~not~~Reports beon ~~deemed~~Form to8-K ~~be “~~filed” ~~for purposes~~on ofApril ~~Section~~11, 182022 ofand ~~the~~May ~~Securities Exchange Act of 1934~~24, ~~as amended~~2022, orand ~~otherwise~~prior correspondence ~~subject~~with to the ~~liabilities~~Staff ofregarding ~~that~~the ~~Section~~Rule ~~and shall~~5550(a)(2) ~~not~~Noncompliance beis ~~deemed~~discussed ~~incorporated~~further byin ~~reference into any registration statement or other document filed pursuant to~~ the ~~Securities~~June ~~Act of~~Current ~~1933, as amended, except as shall be expressly set forth by specific reference in such filing~~Report.

~~Item~~The Company does not intend to appeal the Staff’s determination, ~~8.01.~~given ~~Other~~the ~~Events~~commencement of the Chapter 7 Cases. Therefore, the Company anticipates that trading in the Company’s common stock and warrants will be suspended at the opening of business on June 23, 2022 and subsequently delisted from Nasdaq, as indicated in the Staff’s letter.

On June 12, 2022, following a comprehensive review with the assistance of the Company’s outside advisors, and upon the recommendation of the Company’s management, the Board determined that it is in the best interest of the Company and the Company’s stockholders, stakeholders, creditors, and other interested parties to commence the Chapter 7 Case. The Company is currently completing preparations for the Chapter 7 Case.SIGNATURES

~~Following~~ Pursuant to the ~~commencement~~requirements of the ~~Chapter~~Securities 7Exchange Act ~~Case~~of 1934, athe ~~Chapter~~Registrant 7has ~~trustee~~duly ~~will~~caused bethis ~~appointed~~report ~~by the Bankruptcy Court~~ to ~~administer~~be ~~the~~signed ~~Company’s estate~~on ~~and~~its tobehalf ~~perform~~by the ~~duties~~undersigned ~~set~~hereunto ~~forth~~duly ~~in Section 704 of the Code~~authorized.

Item 9.01 Financial Statements and Exhibits.

Date: June 14, 2022	ELECTRIC LAST MILE SOLUTIONS, INC.

	By:	/s/ Shauna F. McIntyre
		Shauna F. McIntyre
		Interim Chief Executive Officer and President

(d) Exhibits

Exhibit Number		Description
99.1		Electric Last Mile Solutions, Inc. Press Release, dated June 12, 2022.
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: June 13, 2022	ELECTRIC LAST MILE SOLUTIONS, INC.
	By:	/s/ Shauna F. McIntyre
		Shauna F. McIntyre
		Interim Chief Executive Officer and President

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