Item 4.01. Changes in Registrant's Certifying Accountant.
OnMay 24, 2022 (the "Dismissal Date"), the audit committee (the "Audit Committee") of the board of directors ofXos, Inc. (the "Company") approved the dismissal ofWithumSmith+Brown, PC ("Withum") as the Company's independent registered public accounting firm and informed Withum of such decision on the same date. Withum's report of independent registered public accounting firm, datedMarch 30, 2022 , on the consolidated balance sheets of the Company and its subsidiaries as ofDecember 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive income (loss), the preferred stock and stockholders' equity (deficit), and cash flows for each of the years then ended, and the related consolidated notes to the financial statements did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years endedDecember 31, 2021 and 2020, there were no "disagreements" (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Withum, would have caused Withum to make reference thereto in its reports on the Company's consolidated financial statements for such years. During the fiscal years endedDecember 31, 2021 and 2020, there have been no "reportable events" (as such term is defined in Item 304(a)(1)(v) of Regulation S-K). The Company has provided Withum with a copy of this Current Report on Form 8-K in accordance with Item 304(a)(3) of Regulation S-K under the Exchange Act of 1934, as amended (the "Exchange Act") and requested that Withum provide the Company with a letter addressed to theSecurities and Exchange Commission stating whether or not it agrees with the above disclosures. A copy of Withum's letter to theSEC datedMay 26, 2022 is attached hereto as Exhibit 16.1. OnMay 24, 2022 (the "Engagement Date"), the Audit Committee approved the selection and engagement ofGrant Thornton LLP ("Grant Thornton") as the Company's new independent registered public accounting firm. During the years endedDecember 31, 2021 and 2020, and the subsequent interim period through the Engagement Date, neither the Company, nor anyone on its behalf, consultedGrant Thornton regarding any of the matters or events set forth in Items 304(a)(2)(i) or (ii) of Regulation S-K under the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 16.1 Letter fromWithumSmith+Brown, PC to the
datedMay 26, 2022 . 104 iXBRL language is updated in the Exhibit Index
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