Item 4.01 Changes in Registrant's Certifying Accountant.
On January 12, 2021, the Audit Committee of the Board of Directors (the "Board")
of Canoo Inc., a Delaware corporation (the "Company" f/k/a Hennessy Capital
Acquisition Corp. IV ("HCAC")) approved the engagement of Deloitte & Touche LLP
("Deloitte") as the Company's independent registered public accounting firm to
audit the Company's consolidated financial statements for the year ended
December 31, 2020. Accordingly, WithumSmith+Brown, PC ("Withum") was informed on
January 12, 2021 that it would be replaced by Deloitte as the Company's
independent registered public accounting firm.
Withum's report of independent registered public accounting firm, dated March
16, 2020, on the Company's balance sheets as of December 31, 2019 and 2018, the
related statements of operations, stockholders' equity and cash flows for the
year ended December 31, 2019 and for the period from August 6, 2018 (inception)
to December 31, 2018, and the related notes to the financial statements did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles other than
HCAC's ability to continue as a going concern due to HCAC's obligation to either
complete a business combination by the close of business on September 5, 2020,
or cease all operations except for the purpose of winding down and liquidating.
During the period from August 6, 2018 (inception) to December 31, 2019 and the
subsequent period through January 12, 2021, there were no: (i) disagreements
with Withum on any matter of accounting principles or practices, financial
statement disclosures or audited scope or procedures, which disagreements if not
resolved to Withum's satisfaction would have caused Withum to make reference to
the subject matter of the disagreement in connection with its report or (ii)
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
During the period from August 6, 2018 (inception) to December 31, 2019, and the
interim period through January 12, 2021, the Company did not consult Deloitte
with respect to either (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 Deloitte that
Deloitte 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 under the Exchange Act and the
related instructions to Item 304 of Regulation S-K under the Exchange Act, or a
reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K
under the Exchange Act.
The Company has provided Withum with a copy of the disclosures made by the
Company in this Item 4.01 in response to Item 304(a) of Regulation S-K under the
Exchange Act and has requested that Withum furnish the Company with a letter
addressed to the SEC stating whether it agrees with the statements made by the
registrant in this Item 4.01 in response to Item 304(a) of Regulation S-K under
the Exchange Act and, if not, stating the respects in which it does not agree. A
letter from Withum is attached hereto as Exhibit 16.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 12, 2021 (the "Effective Date"), upon the recommendation of its
Nominating and Corporate Governance Committee (the "Nominating Committee"), the
Board increased the size of the Board from 6 to 7 members, and appointed Ms.
Debra von Storch to fill the newly created vacancy to serve on the Board as a
Class I director until the Company's 2021 annual meeting of stockholders, and
until her successor has been duly elected and qualified, or until her earlier
death, resignation or removal. Based upon the further recommendation of its
Nominating Committee, the Board appointed Ms. von Storch to replace Ms. Josette
Sheeran as a member of its Audit Committee and appointed Ms. von Storch to
replace Mr. Thomas Dattilo as the Chair of its Compensation Committee, with such
appointments effective upon her appointment to the Board. Ms. Sheeran and Mr.
Dattilo will remain directors of the Board, and Mr. Dattilo will remain a member
of the Compensation Committee. Ms. von Storch was not selected by the Board to
serve as a director pursuant to any arrangement or understanding with any
person.
1
In connection with the aforementioned appointment to the Board, the Company
entered into its standard indemnification agreement with Ms. von Storch, which
form indemnification agreement is filed as Exhibit 10.4 to the Company's Current
Report on Form 8-K (File No. 001-38824) filed with the SEC on December 22, 2020,
which requires the Company, under the circumstances and to the extent provided
for therein, to indemnify the indemnitee to the fullest extent permitted by
applicable law against certain expenses and other amounts incurred by the
indemnitee as a result of the indemnitee being made a party to certain actions,
suits, investigations and other proceedings.
Item 7.01 Regulation FD Disclosure.
On January 13, 2021, the Company issued a press release announcing the
appointment of Ms. von Storch to the Board. A copy of the Company's press
release announcing the appointment is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
16.1 Letter from WithumSmith+Brown, PC to the SEC, dated January 13, 2021.
99.1 Press release dated January 13, 2021.
2
© Edgar Online, source Glimpses