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 Technology Partners, 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 Company's
audited balance sheet as of March 16, 2021, as reported in the Company's Current
Report on Form 8-K filed on March 22, 2021, should no longer be relied upon due
to the reassessed accounting treatment and changes required to reclassify the
Company's 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 Company's 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 Company's 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 11, 2021, and filed with the SEC on
March 15, 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.
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