What changed in this filing

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Item 4. Controls and Procedures

2022-05-13 compared with 2021-11-15 · 17 added, 34 removed, 0 unchanged (100% of the section changed)

and Procedures

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 relating to its classification of a portion of its Class A common stock in permanent equity rather than

temporary equity, as further described herein.

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 shares of

Class A common stock 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 February 12, 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, shares of Class A common stock 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.

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 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 company reports filed or submitted under the Exchange Act is accumulated and communicated

to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

in Internal Control over Financial Reporting

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.

II - OTHER INFORMATION

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated 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) prior to the filing of this quarterly report.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this quarterly report, certain of our disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting, specifically with respect to the following:

inadequate resources with an appropriate level of technical capabilities, expertise and training, commensurate with the Company’s financial reporting requirements, cross-functional processes, communication and infrastructure, a lack of segregation of duties related to creating and posting journal entries as well as over digital asset custody.

Remediation Efforts to Address Disclosed Material Weakness

Our management, with oversight from our audit committee, has taken steps to implement the following remediation actions to address material weaknesses and to improve our internal control over financial reporting, primarily through:

increasing the depth and experience within our accounting and finance organization, adding additional experienced full-time employees and engaging additional contract resources;

enhancing the communication and coordination among our accounting and financial reporting department and expanded cross-functional involvement and input into period-end disclosures;

implementing additional internal reporting procedures, including enhancing the analytical procedures used to assess period-end balances, to add depth to our review process and improve our segregation of duties.

During the quarter ended March 31, 2022, we continued to assess the design of existing controls and implement new controls as needed to remediate the previously identified material weakness.

We have yet to complete the testing and evaluation of the design and operating effectiveness of controls which are actively in process.

Limitations on Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives.

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.

Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Part II - Other Information

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