What changed in this filing

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Item 4. Controls and Procedures

2022-05-12 compared with 2021-11-18 · 46 added, 36 removed, 5 unchanged (94% of the section changed)

Controls and Procedures

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.

of Disclosure Controls and Procedures

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 March

31, 2022, 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 March 31, 2022, because of a material weakness in our internal control over financial reporting.

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 financial instruments 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

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.

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.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

in Internal Control over Financial Reporting

was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2022 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:

principal executive officer and principal 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 financial instruments.

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

of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in Part I, Item

1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 31, 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 4. Controls and Procedures