PART II — RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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☐
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
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(b)
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The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form
N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
Gores Guggenheim, Inc. (the
“Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the
“Form 10-Q”) by the prescribed due date for the reasons described below.
On
April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and 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”). As a result of the SEC Statement, the Company’s management is reevaluating the accounting treatment of (i) the redeemable warrants that were included in the units issued by the Company in its initial public
offering (the “Public Warrants”) and (ii) the redeemable warrants that were issued in a private placement (the “Private Warrants”, collectively with the Public Warrants, the
“Warrants”). Management of the Company has concluded that the Warrants should be classified as derivative liabilities. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at
the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.
The Company is reviewing the impacts of the SEC Statement on the Company’s audited balance sheet as of March 25, 2021 and its 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 the Form 10-Q, the Company was unable to provide
complete financial results for the quarterly period ended March 31, 2021 and file the Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. While the Company is
working diligently to complete and file the Form 10-Q, it does not expect to do so within five calendar days, but will do so as soon as reasonably practicable.
PART IV — OTHER
INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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Andrew McBride
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303
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531-3100
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? Yes ☐ No ☒
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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The Company is a blank check company formed for the purposes of effecting a business combination with one or more businesses. The Final Prospectus on Form 424B4, dated March 22, 2021, for the Company’s
initial public offering, was filed on March 24, 2021 (the “Final Prospectus”). The Company was incorporated under the laws of Delaware on December 21, 2020, and, as a result there is no corresponding quarterly
information for the period ended March 31, 2020.
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