VectoIQ Acquisition Corp. II filed SEC Form 8-K: Changes in Registrant’s Certifying Accountant, Financial Statements and Exhibits
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Item 4.01 Changes in Registrant’s Certifying Accountant.
Effective on January 14, 2022, VectoIQ Acquisition Corp. II (the “Company”) engaged Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021, replacing RSM US LLP (“RSM”), as the Company’s independent registered public accounting firm, as of the same date. The decision to change accountants was approved by the audit committee of the Company’s board of directors.
RSM’s audit reports on the financial statements of the Company as of August 31, 2020, and December 31, 2020 and for each of the periods from August 10, 2020 (inception) through August 31, 2020 and August 10, 2020 (inception) through December 31, 2020, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that RSM’s report on the Company’s financial statements as of and for the period ended August 31, 2020, contained the below separate paragraph (which uncertainty was removed in RSM’s report on the Company’s financial statements as of and for the period ended December 31, 2020, following completion of the Company’s initial public offering in January 2021):
“The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a net loss, a working capital deficiency and does not have sufficient liquidity to meet its anticipated obligations over the next year. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”
During the periods from August 10, 2020 (inception) through August 31, 2020 and August 10, 2020 (inception) through December 31, 2020, the fiscal year ended December 31, 2021, and the subsequent interim period through January 14, 2022, neither the Company nor anyone on the Company’s behalf consulted with Marcum regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Marcum that Marcum concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
During the periods from August 10, 2020 (inception) through August 31, 2020 and August 10, 2020 (inception) through December 31, 2020, the fiscal year ended December 31, 2021, and the subsequent interim period through January 14, 2022, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and RSM on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to RSM’s satisfaction, would have caused RSM to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided RSM with a copy of this Form 8-K and requested that RSM provides the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of RSM’s letter is furnished as Exhibit 16.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter from RSM US LLP to the Securities and Exchange Commission dated January 18, 2022. | |
| 104 | Cover Page Interactive Date File, formatted in Inline XBRL (contained in Exhibit 101) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| vectoiq ACQUISITION CORP. ii | |||
| By: | /s/ Steve Shindler | ||
| Name: | Steve Shindler | ||
| Title: | Chief Financial Officer | ||
Date: January 18, 2022
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