Item 4.01. Change in Registrant's Certifying Accountant.
As previously disclosed in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 18, 2022 (the "Prior Form 8-K"), on
April 15, 2022, the Audit Committee (the "Audit Committee") of the Board of
Directors of SES AI Corporation (the "Company") approved (1) the dismissal of
Withum Smith+Brown, PC ("Withum") as the Company's independent registered public
accounting firm and (2) the engagement of KPMG LLP ("KPMG") as the Company's
independent registered public accounting firm to audit the Company's
consolidated financial statements for the year ending December 31, 2022. KPMG
previously served as the independent registered public accounting firm of SES
Holdings Pte. Ltd. ("Old SES") prior to its acquisition by Ivanhoe Capital
Acquisition Corp., by which it became the Company. The contents of the Prior
Form 8-K are incorporated herein by reference.
(a) Dismissal of independent registered public accounting firm
On June 12, 2023, the Audit Committee approved the dismissal of KPMG as the
Company's independent registered public accounting firm.
KPMG's report of independent registered public accounting firm on the Company's
balance sheet as of December 31, 2022 and 2021, and the related consolidated
statements of operations and comprehensive loss, redeemable convertible
preferred stock and stockholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 2022, did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainties, audit scope or accounting principles. The audit report of KPMG on
the effectiveness of internal control over financial reporting as of
December 31, 2022 did not contain an adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles, except that KPMG's audit report for the year ended December 31, 2022
contained an adverse opinion on the effectiveness of the Company's internal
control over financial reporting, related to the below described material
weaknesses.
During the period from April 7, 2021 (the date KPMG was engaged by Old SES) to
December 31, 2022, and during the subsequent interim period through June 12,
2023, there were no disagreements with KPMG on any matter of accounting
principles or practices, financial disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of KPMG, would have
caused it to make reference to the subject matter of the disagreements in its
reports on the Company's financial statements for such period.
During the period from April 7, 2021 to December 31, 2022, and during the
subsequent interim period through June 12, 2023, there were no "reportable
events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities
Exchange Act of 1934, as amended) other than the material weaknesses in internal
control over financial reporting identified by management and disclosed in the
Company's Form 10-K for the year ended December 31, 2022, related to certain
components of the Company's control environment that were ineffective as the
Company did not have a sufficient complement of resources with assigned
responsibility and accountability for the design, operation and documentation of
internal control over financial reporting. This created deficiencies in the
Company's risk assessment process that led to ineffective information and
communication activities as the controls necessary to ensure the reliability of
information used in financial reporting and communicate relevant information
about roles and responsibilities for internal control over financial reporting
were ineffective. As a result, process-level control activities were not
designed, implemented or operated effectively in the substantial majority of the
Company's processes. These material weaknesses did not result in any material
misstatements to the Company's consolidated financial statements for the year
ended December 31, 2022.
The Company has provided KPMG with a copy of the foregoing disclosures and
requested that KPMG furnish the Company with a letter addressed to the SEC
stating whether KPMG agrees with the statements made by the Company set forth
above. A copy of KPMG's letter, dated June 16, 2023, is attached as Exhibit 16.1
to this Current Report on Form 8-K.
(b) Engagement of new independent registered public accounting firm
On June 12, 2023, the Audit Committee approved the engagement of Grant Thornton
LLP ("Grant Thornton") as the Company's independent registered public accounting
firm to audit the Company's consolidated financial statements for the year
ending December 31, 2023. During the fiscal years ended December 31, 2022 and
2021, and the subsequent interim period through June 12, 2023, the Company did
not consult Grant Thornton with respect to (i) either 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
Grant Thornton that Grant Thornton 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 defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K) or a reportable event (as defined in
Item 304(a)(1)(v) of Regulation S-K).
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Description
16.1 Letter from KPMG LLP
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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