Item 4.01 Change in the holder’s certifying accountant.
At November 1, 2021, the audit committee of the board of directors of Gores Guggenheim, Inc., a Delaware company (the “Company”) has approved the commitment of AvecumSmith + Brown, PC (“Withum”) as the Company’s registered independent public accounting firm to audit the Company’s financial statements for the year ended December 31, 2021. In addition, Withum has agreed to review the Company’s financial statements to be included in the Company’s Form 10-Q for the quarterly period ending. September 30, 2021. Therefore, KPMG LLP (“KPMG”), the Company’s former registered independent accountancy firm, has been informed
November 3, 2021 that it was dismissed as an independent and registered public accounting firm of the Company.
KPMG audit report on the financial statements of the Company as of
February 10, 2021 and December 31, 2020 and for each of the periods of
January 1, 2021 through February 10, 2021 and December 21, 2020 (creation) through December 31, 2020, did not contain an adverse opinion or exclusion of opinion, nor were they qualified or modified with respect to the uncertainty, the scope of the audit or the accounting principles.
During the period of December 21, 2020 (creation) through February 10, 2021, and the subsequent interim period up to November 1, 2021, neither the Company nor anyone on behalf of the Company has consulted Withum regarding (i) the application of accounting principles to a specified, completed or proposed transaction; or the type of audit opinion that might be expressed on the financial statements of the Company, and no written report or oral opinion was provided to the Company by Withum which concluded that Withum was a material consideration. by the Company to make a decision regarding the accounting, auditing or financial reporting problem; or (ii) any matter which has been the subject of disagreement, as that term is described in Article 304 (a) (1) (iv) of the SK Regulation, or a reportable event, such as this term is defined in Article 304 (a) (1) (v) of Regulation SK.
During the period of December 21, 2020 (creation) through February 10, 2021, and the subsequent interim period up to November 1, 2021, there has been: (i) no disagreement within the meaning of Article 304 (a) (1) (iv) of Regulation SK and related instructions between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure or audit scope or procedure which, if not resolved at KPMG satisfaction, would have caused KPMG
refer to it in their reports; and (ii) no “reportable event” within the meaning of Article 304 (a) (1) (v) of the SK Regulation, except that KPMG
informed Gores Guggenheim, Inc. the following material weakness: internal control over financial reporting has not resulted in a sufficient assessment of the risks associated with the underlying recognition of certain financial instruments.
The Company provided KPMG with a copy of the above information and requested that KPMG provide the Company with a letter addressed to SECOND
indicating whether he agrees with the statements made by the Company set out above. A copy of KPMG letter dated November 5, 2021, is filed as Exhibit 16.1 of this report.
Item 9.01 Financial statements and supporting documents.
(d) Exhibitions. The following exhibits are filed with this Form 8-K:
No. Description of Exhibits
16.1 Letter from KPMG LLP dated November 5, 2021 addressed to the SEC
regarding its agreement to the statements made herein.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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