Item
4.01. Changes in Registrant’s Certifying Accountant.
On
July 13, 2021, the Audit Committee (the “Audit Committee”) of the Board of Directors of Electric Last Mile Solutions, Inc.
(f/k/a Forum Merger III Corporation) (the “Company”) approved, effective immediately, (i) the dismissal of WithumSmith+Brown,
PC (“Withum”) as the Company’s independent registered public accounting firm, and (ii) the engagement of BDO USA, LLP
(“BDO”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial
statements for the year ending December 31, 2021. Withum has served as the Company’s independent registered public accounting firm
since the Company’s inception, and BDO has served as the independent registered public accounting firm for Electric Last Mile,
Inc., which became a wholly owned subsidiary of the Company upon the closing of the Company’s previously announced business combination
on June 25, 2021, since 2020.
Withum’s
report of independent registered public accounting firm, dated May 6, 2021, on the Company’s consolidated balance sheets as of
December 31, 2020 and 2019, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for
the year ended December 31, 2020 and for the period from June 25, 2019 (inception) through December 31, 2019, and the related notes to
the consolidated financial statements did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified
as to uncertainty, audit scope or accounting principles, except that such report contained an explanatory paragraph in which Withum expressed
substantial doubt about the Company’s ability to continue as a going concern and other than with respect to the restatement of
the Company’s financial statements for the year ended December 31, 2020, as discussed in Note 2 to the financial statements included
in the Company’s Annual Report on Form 10-K/A, filed with the Securities and Exchange Commission (the “SEC”) on May
7, 2021.
During
the period from June 25, 2019 (inception) to December 31, 2020 and the subsequent interim period through July 13, 2021, there were no
disagreements with Withum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,
which disagreements if not resolved to Withum’s satisfaction would have caused it to make reference to the subject matter of the
disagreement in connection with its report.
During
the period from June 25, 2019 (inception) to December 31, 2020 and the subsequent interim period through July 13, 2021, there were no
“reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), other than the material weakness in internal controls
identified by management related to the accounting for the warrants issued in connection with the Company’s initial public offering,
which resulted in the restatement of the Company’s financial statements for the year ended December 31, 2020, as set
forth in the Company’s Form 10-K/A, as filed with the SEC on May 7, 2021.
During
the period from June 25, 2019 (inception) to December 31, 2020, and the subsequent interim period through July 13, 2021, the Company
did not consult BDO with respect to (i) either the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or
oral advice was provided to the Company by BDO that BDO concluded was an important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined
in Item 304(a)(1)(v) of Regulation S-K).
The
Company has provided Withum with a copy of the disclosures made by the Company in this Item 4.01 pursuant to Item 304(a) of Regulation
S-K and has requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements
made by the Company in this Item 4.01 pursuant to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not
agree. A copy of Withum’s letter, dated July 19, 2021 is attached hereto as Exhibit 16.1.