What changed in this filing

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Item 4. Controls and Procedures

2021-08-12 compared with 2021-05-17 · 14 added, 26 removed, 3 unchanged (93% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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.

Under 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 March

31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that evaluation, our principal executive

officer and principal financial and accounting officer concluded that, solely due to the Company’s restatement of its financial

statements to reclassify the Company’s warrants as described in the Form 10-K/A filed May 3, 2021, a material weakness existed and

our disclosure controls and procedures were not effective as of March 31, 2021.

To remediate the

material weakness pertaining to the presentation of the Company’s warrants as equity instead of liability, as disclosed in the

Company’s Annual Report on Form 10-K, as amended on May 5, 2021, for the period ended December 31, 2021, the Company has

reviewed its internal controls and enhanced the supervisory review of accounting procedures in this financial reporting area.

Changes in Internal Control over Financial

During the most recently completed

fiscal quarter ended March 31, 2021, there was no change in our internal control over financial reporting that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e)

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2021.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f)

under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above.

Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.

PART II—OTHER INFORMATION

Legal Proceedings.

Risk Factors.

have been no material changes from the risk factors previously disclosed in our Amendment No.

1 to the annual report on Form 10-K/A filed

with the SEC on May 3, 2021 and in our Form S-4, initially filed on February 16, 2021, as amended.

We are and, from time to time, we may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business.

There are no material updates to our Form S-4 declared effective 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 4. Controls and Procedures