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 Holdings V, 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
(SEC) together issued a public statement (the SEC Statement) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (SPACs). The SEC
Statement discussed certain features of warrants issued in SPAC transactions that may be common across many entities. The SEC Statement indicated that when one or more of such features is included in a warrant, the warrant
should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.
The Company
previously classified its public warrants and private placement warrants issued in connection with the Companys initial public offering (the Warrants) as equity instruments. Upon further consideration of the rules and
guidance, management of the Company concluded that the Warrants are precluded from equity classification. As a result, the Warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring
basis with changes in fair value recognized in the statement of operations in accordance with applicable accounting standards.
On May 7, 2021, the
Companys management and the Audit Committee of the Companys Board of Directors, after consultation with management and a discussion with KPMG LLP, the Companys independent registered public accounting firm, concluded that its
audited balance sheet as of August 10, 2020; its audited financial statements for the period from June 25, 2020 (inception) through December 31, 2020; and its unaudited interim financial statement as of and for the quarter ended September 30, 2020
(collectively, the Non-Reliance Periods) should no longer be relied upon and are to be restated due to the error described above.
On May 10, 2021, the Company filed a Form 8-K announcing that its financial statements for the Non-Reliance Periods should no longer be relied upon. On May
10, 2021, the Company also filed a Form 10-K/A to amend the Companys Annual Report on Form 10-K for the year ended December 31, 2020 to restate the financial statements for the Non-Reliance Periods. The Company is reviewing the impacts of the
corrections on the Companys 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. The Company is working diligently and currently expects to file
its Form 10-Q within five calendar days, but ultimately may not be able to do so.
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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310
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209-3010
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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 Company was incorporated under the laws of Delaware on June 25, 2020, and, as a result
there is no corresponding quarterly information for the period ended March 31, 2020.
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