Item 4.01 Changes in Registrant’s Certifying Accountant.
On May 9, 2022, the audit committee of the Board approved a resolution appointing KPMG LLP (“KPMG”) as Gelesis Holdings, Inc.'s (“Gelesis”) independent registered public accounting firm to audit Gelesis' consolidated financial statements for the fiscal year ending December 31, 2022. KPMG served as the independent registered public accounting firm of Legacy Gelesis prior to the Business Combination. Accordingly, Marcum LLP (“Marcum”), CPSR’s independent registered public accounting firm prior to the Business Combination, was informed on May 9, 2022 that it would be replaced by KPMG as Gelesis' independent registered public accounting firm.
The report of Marcum on CPSR’s financial statements as of and for the most recent fiscal year ending December 31, 2021 and as of December 31, 2020 and for the period from February 14, 2020 (inception) through December 31, 2020 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, except as follows: Marcum’s report on CPSR’s financial statements as of December 31, 2020 and for the period from February 14, 2020 (inception) through December 31, 2020 contained an explanatory note, “As discussed in Note 2 to the financial statements, the accompanying consolidated financial statements as of December 31, 2020 and for the period from February 14, 2020 (inception) through December 31, 2020, have been restated.”
During CPSR’s fiscal year ending December 31, 2021 and the period from February 14, 2020 (inception) through December 31, 2020 and the subsequent interim period through January 13, 2022, there were no disagreements between CPSR and Marcum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreements in its reports on CPSR’s financial statements for such years.
During CPSR’s fiscal year ending December 31, 2021 and the period from February 14, 2020 (inception) through December 31, 2021 and the subsequent interim period through January 13, 2022, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K (“Regulation S-K”) under the Exchange Act), except that Marcum advised CPSR of the following material weakness: internal control over financial reporting did not result in sufficient risk assessment of the underlying accounting for certain financial instruments.
Gelesis provided Marcum with a copy of the foregoing disclosures and has requested that Marcum furnish Gelesis with a letter addressed to the SEC stating whether it agrees with the statements made by Gelesis set forth above. A copy of Marcum’s letter, dated May 10, 2022 is filed as Exhibit 16.1 hereto.
During the fiscal year ending December 31, 2021 and the period from February 14, 2020 (inception) through December 31, 2020 and the subsequent interim period through January 13, 2022, neither Gelesis, nor any party on behalf of Gelesis, consulted with KPMG with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to Gelesis' consolidated financial statements, and no written report or oral advice was provided to Gelesis by KPMG that was an important factor considered by Gelesis in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
