The Complaint alleges that during the Class Period, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Defendants had acquired Electric Last Mile common stock at substantial discounts to market value in transactions completed before the PIPE Offering; (ii) the difference between the fair market value of the Electric Last Mile common stock sold in the pre-PIPE Offering transactions and the amount actually paid had not been properly recorded as compensation expense by Electric Last Mile; (iii) the failure to record compensation expenses stemming from the pre-PIPE Offering transactions had the effect of substantially inflating Electric Last Mile’s year-end 2020 financial performance and the pro forma year-end 2020 financial performance of the combined company, thereby understating expenses, net loss, and shareholders’ deficit; (iv) as a result, Electric Last Mile’s historical financial statements could no longer be relied upon and would need to be restated; (v) the Electric Last Mile historical financial statements provided in proxy statements were not prepared in accordance with Generally Accepted Accounting Principles; and (vi) BDO had failed to follow applicable laws, rules, and regulations regarding auditor independence in auditing the Electric Last Mile historical financials provided in proxy statements.