Controls and Procedures
−Removed: Evaluation of Disclosure
−Removed: Controls and Procedures
−Removed: Under the supervision and with
−Removed: the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted
−Removed: an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021,
−Removed: as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
−Removed: upon that evaluation and in light of the SEC Staff Statement, our Certifying Officers concluded that, solely due to the Company’s
−Removed: misapplication of the accounting for the Company’s warrants as liabilities, our disclosure controls and procedures were not effective
−Removed: as of March 31, 2021.
+Added: of Disclosure Controls and Procedures
+Added: the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting
+Added: officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter
+Added: ended June 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
+Added: Based upon that evaluation and
+Added: in light of the SEC Staff Statement, our Certifying Officers concluded that, solely due to the Company’s misapplication of the
+Added: accounting for the Company’s warrants as liabilities, our disclosure controls and procedures were not effective as of June 30,
The Company had a material weakness related to the accounting for warrant liabilities.
controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,
−Removed: processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is
−Removed: accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing
−Removed: similar functions, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Changes in Internal
−Removed: Control over Financial Reporting
−Removed: was no change in our internal control over financial reporting that occurred during the period from January 8, 2021 (inception) through
−Removed: March 31, 2021, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely
−Removed: to materially affect, our internal control over financial reporting, other than the remediation steps taken to address the material weakness.
+Added: processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is
+Added: accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons
+Added: performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
+Added: in Internal Control over Financial Reporting
+Added: was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2021, covered by
+Added: this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over
+Added: financial reporting, other than the remediation steps taken to address the material weakness.
Management has implemented remediation
3 unchanged sentences
We plan to further improve this process by enhancing access
−Removed: to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and
−Removed: consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.
−Removed: PART II –
+Added: to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications
+Added: and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.
+Added: PART II – OTHER
Legal Proceedings
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.