Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the Securities Exchange Commission (the "SEC")
together issued a statement regarding the accounting and reporting
considerations for warrants issued by special purpose acquisition companies
entitled "Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies" (the "SEC Statement").
Specifically, the SEC Statement focused on certain settlement terms and
provisions related to certain tender offers following a business combination,
which terms are similar to those contained in the warrant agreement governing
the Gores Guggenheim, Inc.'s (the "Company") warrants.
As previously disclosed in the Form 12b-25 filed on May 18, 2021 by the Company
with the SEC, as a result of the SEC Statement, the Company reevaluated the
accounting treatment of (i) the redeemable warrants that were included in the
units issued by the Company in its initial public offering and (ii) the
redeemable warrants that were issued in a private placement (collectively, the
"Warrants"). Management of the Company concluded that the Warrants should be
reclassified as derivative liabilities. The Company is reviewing the impacts of
the SEC Statement on the Company's unaudited financial statements for the
quarterly period ended March 31, 2021. As a result of the foregoing, as well as
the time and dedication of resources needed to prepare its Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2021 (the "Form 10-Q"), the
Company was unable to file the Form 10-Q by the required due date of May 17,
2021.
In connection with the foregoing, on May 21, 2021, the Company received a notice
(the "Notice") from the Listing Qualifications Department of The Nasdaq Stock
Market LLC ("Nasdaq") stating that the Company is not in compliance with Nasdaq
Listing Rule 5250(c)(1) (the "Rule") because it had not timely filed the Form
10-Q with the SEC. The Rule requires listed companies to timely file all
required periodic financial reports with the SEC.
Under Nasdaq rules, the Company has 60 calendar days, or until July 20, 2021, to
submit a plan to regain compliance with the Rule. If Nasdaq accepts the
Company's plan, then Nasdaq may grant an exception of up to 180 calendar days
from the due date of the Form 10-Q, or until November 15, 2021, to regain
compliance. The Company is working diligently to complete and file the Form 10-Q
as soon as reasonably practicable with the intention of regaining compliance.
The Notice has no immediate effect on the listing or trading of the Company's
securities. However, if the Company fails to timely regain compliance with the
Rule, the Company's securities will be subject to delisting from the Nasdaq
Capital Market.
Item 8.01 Other Events.
On May 27, 2021, the Company issued a press release announcing its receipt of
the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. These forward-looking statements include, without
limitation, the Company's expectations regarding the timing of the filing of the
Form 10-Q. These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially from the
expected results, including those under "Risk Factors" in the Final Prospectus
on Form 424B4, dated March 22, 2021, and filed with the SEC on March 24, 2021,
and in subsequent reports filed with the SEC. Most of these factors are outside
the Company's control and are difficult to predict. The Company cautions readers
not to place undue reliance upon any forward-looking statements, which speak
only as of the date made. The Company does not undertake or accept any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its expectations or any
change in events, conditions or circumstances on which any such statement is
based.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibit
99.1 Press Release, dated May 27, 2021
2
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