Current Report Filing (8-k)
April 11 2022 - 5:13PM
Edgar (US Regulatory)
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2022-04-05
2022-04-05
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2022-04-05
2022-04-05
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2022-04-05
2022-04-05
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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 5, 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 3.01. Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 1, 2022, Electric Last Mile
Solutions, Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25 (the “Notification”), indicating
that the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) would be
delayed. On April 5, 2022, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that, as a result of the Company’s delay in filing the Form 10-K, the Company is not in compliance with the timely filing
requirement for continued listing under Nasdaq Listing Rule 5250(c)(1). The notification letter has no immediate effect on the listing
or trading of the Company’s common stock on the Nasdaq Global Select Market.
Nasdaq indicated that the Company must
submit a plan (the “Plan”) within 60 calendar days of April 1, 2022, or no later than May 31, 2022, addressing how it intends
to regain compliance with Nasdaq’s listing rules. If Nasdaq accepts the Plan, it may grant the Company an extension of up to 180
calendar days from the Form 10-K original filing due date, or until September 27, 2022, to regain compliance.
The Company’s management is working
diligently to complete the Form 10-K and intends to file the Form 10-K as soon as practicable, but does not expect to do so within the
timeframe specified by Rule 12b-25 for the reasons discussed in the Notification.
Item 7.01. Regulation FD Disclosures.
On April 11, 2022, the Company issued
a press release announcing the Company’s receipt of the Nasdaq notification letter referenced above. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information 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.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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: April 11, 2022 |
ELECTRIC LAST MILE SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/ Robert Song |
| |
|
Robert Song |
| |
|
Chief Financial Officer and Treasurer |
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