Item 4.01 Change in Registrant's Certifying Accountant.
On November 1, 2021, the audit committee of the board of directors of Gores
Guggenheim, Inc., a Delaware corporation (the "Company") approved the engagement
of WithumSmith+Brown, PC ("Withum") as the Company's independent registered
public accounting firm to audit the Company's financial statements for the year
ended December 31, 2021. Additionally, Withum has agreed to conduct the review
of the Company's financials to be included in the Company's Form 10-Q for the
quarterly period ending September 30, 2021. Accordingly, KPMG LLP ("KPMG"), the
Company's prior independent registered public accounting firm, was informed on
November 3, 2021 that it was dismissed as the Company's independent registered
public accounting firm.
KPMG's audit report on the financial statements of the Company as of
February 10, 2021 and December 31, 2020 and for each of the periods from
January 1, 2021 through February 10, 2021 and December 21, 2020 (inception)
through December 31, 2020, 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 period from December 21, 2020 (inception) through February 10, 2021,
and the subsequent interim period through November 1, 2021, neither the Company
nor anyone on the Company's behalf consulted with Withum regarding (i) 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 Withum that Withum 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 that term is described in Item 304(a)(1)(iv) of Regulation
S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
During the period from December 21, 2020 (inception) through February 10, 2021,
and the subsequent interim period through November 1, 2021, there were: (i) no
disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the
related instructions between the Company and KPMG on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to KPMG's satisfaction, would have caused KPMG
to make reference thereto in their reports; and (ii) no "reportable events"
within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that KPMG
advised Gores Guggenheim, Inc. of the following material weakness: internal
control over financial reporting did not result in sufficient risk assessment of
the underlying accounting for certain financial instruments.
The Company provided KPMG with a copy of the foregoing disclosures and has
requested that KPMG furnish the Company with a letter addressed to the SEC
stating whether it agrees with the statements made by the Company set forth
above. A copy of KPMG's letter, dated November 5, 2021, is filed as Exhibit 16.1
to this Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit
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
document).
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