What changed in this filing

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Item 4. Controls and Procedures

2022-05-23 compared with 2021-11-24 · 24 added, 32 removed, 4 unchanged (93% of the section changed)

CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed

or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief

Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief

Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

In connection with the preparation of this Form 10-Q, we revised our prior position

on accounting for redeemable ordinary shares.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the Companys restatement of its March 4, 2021, March 31, 2021, and June 30, 2021

financial statements to reclassify the Companys redeemable common stock, the Companys disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of September 30,

Management concluded that a material weakness in internal control over financial reporting existed relating to the accounting treatment for complex

financial instruments.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or

interim financial statements will not be prevented or detected on a timely basis.

This material weakness resulted in the restatement of the Companys financial statement as of March 4, 2021, as previously restated and included in the Notes to

Condensed Financial Statements in our Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 20, 2021, and unaudited financial statements as of and for the quarterly periods ended March 31, 2021 and June 30, 2021,

included in Form 10-Q for those quarterly periods, filed with the SEC on May 20, 2021 and August 17, 2021, respectively (collectively, the Prior Reports).

Restatement of Previously Issued Financial Statements

revised our prior position on accounting for redeemable common stock and restated our audited financial statement as of March 4, 2021 and unaudited financial statements as of and for the periods ended March 31, 2021 and June 30, 2021 to reclassify

our redeemable common stock as temporary equity as described in Note 2 of the accompanying financial statements.

Changes in Internal Control Over

Financial Reporting

During the most recently completed fiscal quarter, 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) that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting.

In light of the restatement of our financial statement included in this Quarterly Report, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand

the nuances of the complex accounting standards that apply to our financial statements.

Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our

personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately

have the intended effects.

As required by Rules 13a-15

under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the material weakness in the Company’s internal control over financial reporting, which resulted in the previous restatements of its March 4, 2021, March 31, 2021, and June 30, 2021 financial statements to reclassify the Company’s redeemable common stock, the inaccurate reporting of period end payables and accruals, the inaccurate reporting of franchise tax payments and expenses, the misidentification of related party transactions, and the inaccurate disclosure of cash flow statement presentation, the Company’s disclosure controls and procedures (as defined in Rules 13a-15

(e) and 15d-15

(e) under the Exchange Act) were not effective as of March 31, 2022.

Management concluded that a material weakness in internal control over financial reporting existed relating to:

(i) the accounting treatment for complex financial instruments;

(ii) the recording of accruals, payables, and franchise tax expenses;

(iii) the misidentification of related party transactions, and (iv) the disclosure of cash flows.

This material weakness resulted in the previous restatement of the Company’s financial statement as of March 4, 2021, as previously restated and included in the Notes to Condensed Financial Statements in our Form 10-Q

for the quarterly period ended March 31, 2021, filed with the SEC on May 20, 2021, and unaudited financial statements as of and for the quarterly periods ended March 31, 2021 and June 30, 2021, included in Form 10-Q

for those quarterly periods, filed with the SEC on May 20, 2021 and August 17, 2021, respectively (collectively, the “Prior Reports”).

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been change in our internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f)

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

In addition to the material weakness identified in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 7, 2022, material weaknesses have since been identified regarding the inaccurate reporting of period end payables and accruals, the inaccurate reporting of franchise tax payments and expenses, the misidentification of related party transactions, and the inaccurate disclosure of cash flow statement presentation.

In light of the restatement of our financial statements as described above, and the additional material weakness described herein, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements.

Regarding those misstatements identified and corrected in our Form 10-Q for the quarterly period ended March 31, 2022, we plan to enhance our supervisory review of accounting procedures regarding period end accruals, franchise tax expenses and payments, related party transaction identification, and statement of cash flow disclosure.

Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

PART II - OTHER INFORMATION

1 unchanged sentence

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