Item 4.01. Changes in Registrant's Certifying Accountant.



On May 24, 2022 (the "Dismissal Date"), the audit committee (the "Audit
Committee") of the board of directors of Xos, Inc. (the "Company") approved the
dismissal of WithumSmith+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, dated March
30, 2022, on the consolidated balance sheets of the Company and its subsidiaries
as of December 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 ended December 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 ended
December 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 the Securities and Exchange Commission
stating whether or not it agrees with the above disclosures. A copy of Withum's
letter to the SEC dated May 26, 2022 is attached hereto as Exhibit 16.1.

On May 24, 2022 (the "Engagement Date"), the Audit Committee approved the
selection and engagement of Grant Thornton LLP ("Grant Thornton") as the
Company's new independent registered public accounting firm. During the years
ended December 31, 2021 and 2020, and the subsequent interim period through the
Engagement Date, neither the Company, nor anyone on its behalf, consulted Grant
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 from WithumSmith+Brown, PC to the

Securities and Exchange Commission,


                        dated May 26, 2022.
104                     iXBRL language is updated in the Exhibit Index

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