Item 4.02 Non-Reliance on Previously Issued Financial Statement or Related Audit
Report or Completed Interim Review.
(a) On May 7, 2021, the Board of Directors (the "Board") of Gores Holdings V,
Inc. (the "Company"), based on the recommendation of the Audit Committee of the
Board (the "Audit Committee") and after consultation with management and our
independent public accountants, KPMG LLP (the "Independent Public Accountants"),
concluded that its audited balance sheet as of August 10, 2020, unaudited
interim financial statements for the period ended September 30, 2020, and its
audited financial statements for the year ended December 31, 2020 (collectively,
the "Impacted Periods"), as reported in the Company's Current Report on Form 8-K
filed on August 14, 2020, Quarterly Report on Form 10-Q filed on November 6,
2020, and Annual Report on Form 10-K filed on February 26, 2021, respectively,
should be restated to reflect the impact of guidance issued by the SEC in the
Statement (as defined below) and accordingly, should no longer be relied upon.
On April 12, 2021, the staff (the "Staff") of the Securities and Exchange
Commission (the "SEC") issued a statement entitled "Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies" (the "Statement"). In the Statement, the Staff, among
other things, highlighted potential accounting considerations of certain terms
that are common in warrants issued in connection with the initial public
offerings of special purpose acquisition companies such as the Company's public
warrants and private placement warrants issued in connection with the Company's
initial public offering (the "Warrants"). The Company previously classified its
Warrants as equity. For a full description of the Warrants, please refer to the
Company's final prospectus dated August 5, 2020 and filed with the SEC on
August 7, 2020 in connection with its initial public offering. In connection
with such Statement, the Company revisited its accounting for its Warrants, and
determined that they should be treated as derivative liabilities pursuant to ASC
815-40 rather than as components of equity. The correction involves only
non-cash adjustments, and will have no impact on the Company's current or
previously reported liquidity, cash flows or revenues.
As a result, the Company today is announcing that it will restate its historical
financial results for the Impacted Periods, in each case to reflect the change
in accounting treatment (the "Restatement"). The Company is filing its Form
10-K/A for the year ended December 31, 2020 to reflect the Restatement
contemporaneously with the filing of this Form 8-K.
The Audit Committee and management have discussed the matters disclosed pursuant
to this Item 4.02(a) with the Company's Independent Public Accountants.
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. Such statements may include, but are not limited to,
statements regarding the Company's intent to restate certain historical
financial statements and the timing and impact of the Restatement. These
statements are based on current expectations on the date of this Form 8-K and
involve a number of risks and uncertainties that may cause actual results to
differ significantly. The Company does not assume any obligation to update or
revise any such forward-looking statements, whether as the result of new
developments or otherwise. Readers are cautioned not to put undue reliance on
forward-looking statements.
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