Item 4.02 Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review.
(a) 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). 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 Gores Guggenheim, Inc.s (the Company) warrants. In connection with the SEC
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.
On June 9, 2021, the Board of Directors (the Board) of 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 the Companys audited balance sheet as of March 25,
2021, as reported in the Companys Current Report on Form 8-K filed on March 31, 2021, should no longer be relied upon due to the reassessed accounting treatment and changes required to
reclassify the Companys warrants as liabilities to align with the guidance issued by the SEC in the SEC Statement. The change in accounting treatment involves only non-cash adjustments and will
have no impact on the Companys current or previously reported liquidity, cash flows or revenues. The Company plans to reflect this change in accounting treatment in its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2021 to be filed with SEC.
The Audit Committee and the Companys management have discussed the matters disclosed
pursuant to this Item 4.02(a) with the 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. 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 Companys 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.
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