What changed in this filing

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Item 1A. Risk Factors

2021-08-20 compared with 2021-05-27 · 10 added, 67 removed, 0 unchanged (100% of the section changed)

Except as set forth below, as of the date of this Quarterly Report on Form 10-Q, there

have been no material changes from the risk factors previously disclosed in the Company’s most recent prospectus for the Initial

Public Offering as filed with the SEC on March 19, 2021.

However, we may disclose changes to such factors or disclose additional factors from time to time in our future

filings with the SEC.

Our warrants are accounted for as liabilities and the changes

in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the Acting

Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting

and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting

and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)”

(the “SEC

Statement”).

Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers

following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants.

of the SEC Statement, we reevaluated the accounting treatment of our public warrants and private placement warrants included in the private

placement units, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value

each period reported in earnings.

As a result, included on

our balance sheet as of March 31, 2021 contained elsewhere in this Quarterly Report are derivative liabilities related to our warrants.

Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value

of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized

in earnings in the statement of operations.

As a result of the recurring fair value measurement, our financial statements and results

of operations may fluctuate quarterly, based on factors, which are outside of our control.

Due to the recurring fair value measurement,

we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses

could be material.

The impact of changes in fair value on earnings may have an adverse effect on the market price of our ordinary shares.

In addition, potential targets may seek a special purpose acquisition company that does not have warrants that are accounted for as liability,

which may make it more difficult for us to consummate an initial business combination with a target business.

We have identified a material weakness in our internal control

over financial reporting as of March 31, 2021.

If we are unable to develop and maintain an effective system of internal control over financial

reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence

in us and materially and adversely affect our business and operating results.

Following this issuance

of the SEC Statement, after consultation with our independent registered public accounting firm, our management concluded that, in light

of the SEC Statement, we identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls

are necessary for us to provide reliable financial reports and prevent fraud.

We continue to evaluate steps to remediate the material

These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately

have the intended effects.

If we identify any new material

weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our

accounts or disclosures that could result in a material misstatement of our annual or interim financial statements.

In such case, we may

be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable

stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result.

We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential

future material weaknesses.

We may face litigation and other risks as a result of the material

weakness in our internal control over financial reporting.

As a result of such material

weakness, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face

potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual

claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our

financial statements.

As of the date of this Quarterly Report on Form 10-Q, we have no knowledge of any such litigation or dispute.

we can provide no assurance that such litigation or dispute will not arise in the future.

Any such litigation or dispute, whether successful

or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete

a Business Combination.

Factors that could cause our

actual results to differ materially from those in this Quarterly Report are any of the risks described in our Quarterly Report on Form

10-Q for the period ended March 31, 2021 as filed with the SEC on May 27, 2021.

Any of these factors could result in a significant or

material adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to us or that

we currently deem immaterial may also impair our business or results of operations.

As of the date of this Quarterly Report, there have

been no material changes to the risk factors disclosed in our Quarterly Report on Form 10-Q for the period ended March 31, 2021 as filed

with the SEC on May 27, 2021.

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.

What changed 10-Q

Item 1A. Risk Factors