What changed in this filing

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Item 1A. Risk Factors

2021-11-18 compared with 2021-08-20 · 39 added, 10 removed, 0 unchanged (100% of the section changed)

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.

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 Quarterly Report on Form 10-Q as filed with the SEC on August 20, 2021.

we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

We have identified

a material weakness in our internal control over financial reporting as of September 30, 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.

After consultation with our

independent registered public accounting firm, our management concluded that 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 the material weakness in our internal control over financial

reporting, the change in accounting for the Public Shares, and other matters raised or that may in the future be raised by the SEC, we

potentially face 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 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.

However, 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.

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