What changed in this filing

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Item 4. Controls and Procedures

2021-11-18 compared with 2021-08-20 · 39 added, 24 removed, 2 unchanged (97% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting

officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter

ended June 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that evaluation and

in light of the SEC Staff Statement, our Certifying Officers concluded that, solely due to the Company’s misapplication of the

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,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

in Internal Control over Financial Reporting

was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2021, covered by

this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting, other than the remediation steps taken to address the material weakness.

Management has implemented remediation

steps to address the material weakness and to improve our internal control over financial reporting.

Specifically, we expanded and improved

our review process for complex securities and related accounting standards.

We plan to further improve this process by enhancing access

to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications

and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

PART II – OTHER

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation

of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness

of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021, as such term is defined in Rules

13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer

has concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of September

30, 2021, because of a material weakness in our internal control 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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, the Company’s

management has concluded that our control around the interpretation and accounting for certain complex features of the Class A ordinary

shares and warrants issued by the Company was not effectively designed or maintained.

This material weakness resulted in the restatement

of the Company’s balance sheet as of March 23, 2021 and its interim financial statements for the quarters ended March 31, 2021 and

June 30, 2021.

Additionally, this material weakness could result in a misstatement of the warrant liability, Class A ordinary shares and

related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented

or detected on a timely basis.

Disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our

management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial

There was no change in our internal control over

financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form 10-Q that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except for the below:

The Chief Executive Officer and Chief Financial

Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter

experts related to the accounting for certain complex features of the Class A ordinary shares and warrants.

The Company’s management

has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal

control over financial reporting.

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements

and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure

that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

II - OTHER INFORMATION

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.

What changed 10-Q

Item 4. Controls and Procedures