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Item 7. Management’s Discussion and Analysis

2021-12-23 compared with 2021-06-22 · 113 added, 82 removed, 111 unchanged (64% of the section changed)

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Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ

materially from those anticipated in these forward-looking statements as a result of many factors.

Certain information contained in the

discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated

in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking

Statements and Risk Factor Summary,” “Item 1A.

Risk Factors” and elsewhere in this Annual Report on Form 10-K.

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related

thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ

materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special

Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere in this Annual Report on Form 10-K.

This Management’s Discussion and Analysis

of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement and revision of our financial

statements as of December 31, 2020 and for the period from July 20, 2020 (inception) through December 31, 2020.

We are restating our historical

financial results for such period to reclassify our Warrants as derivative liabilities pursuant to ASC 815-40 rather than as a component

of equity as we had previously treated the Warrants.

The impact of the restatement is reflected in the Management’s Discussion and

Analysis of Financial Condition and Results of Operations below.

Other than as disclosed in the Explanatory Note and with respect to

the impact of the Restatement, no other information in this Item 7 has been amended and this Item 7 does not reflect any events occurring

after the Original Filing.

The impact of the restatement is more fully described in Note 2 to our financial statements included in Item

15 of Part IV of this Amendment and Item 9A:

Controls and Procedures, both contained herein.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may

differ materially from those anticipated in these forward-looking statements as a result of many factors.

Certain information contained

in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those

anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding

Forward-Looking Statements and Risk Factor Summary,” “Item 1A.

Risk Factors” and elsewhere in this Annual Report on

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with our audited financial statements

and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this Annual

Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many

factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Factors” and elsewhere in this Annual Report on Form 10-K.

In this Amendment No.

2 (“Amendment

2”) to the Annual Report on Form 10-K of KINS Technology Group Inc.

(the “Company”) for the period ended

December 31, 2020, we are restating (i) the Post IPO Balance Sheet, and (ii) the FY 2020 Financial Statements as previously

restated in the 2020 Form 10-K/A No.

We have re-evaluated our application of ASC 480-10-S99-3A

to our accounting and classification of the Public Shares, issued as part of the units sold in the initial public offering on December 17,

Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than

$5 million on the basis that we will not redeem our Public Shares in an amount that would cause our net tangible assets to be less than

$5,000,001, as described in the Charter.

Pursuant to such re-evaluation, our management has determined that the Public Shares include

certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption

limitation contained in the Charter.

In addition, in connection with the change in presentation for the Public Shares, management determined

it should restate earnings per share calculation to allocate income and losses shared pro rata between the two classes of common stock.

This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro

rata in the income and losses of our Company.

On December 22, 2021, the Audit Committee

concluded, after discussion with the Company’s management, that our previously issued (i) Post IPO Balance Sheet, (ii) FY

2020 Financial Statements as previously restated in the 2020 Form 10-K/A No.

1, (iii) Q1 2021 Financial Statements included

in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on July 13, 2021

and (iv) Q2 2021 Financial Statements included in our Quarterly Report on Form 10-Q for the quarterly period ended June 30,

2021, filed with the SEC on August 16, 2021, should be restated to report all Public Shares as temporary equity and should no longer

be relied upon.

As such, the Company is restating the Post IPO Balance Sheet and the FY 2020 Financial Statements herein and intends to

restate the Q1 2021 Financial Statements and the Q2 2021 Financial Statements in the Q3 Form 10-Q/A.

The restatement does not have an impact on our

cash position.

Our management has concluded that in light of

the classification error described above, a material weakness exists in our internal control over financial reporting and that our disclosure

controls and procedures were not effective.

In connection with the restatement, our management

reassessed the effectiveness of our disclosure controls and procedures for the periods affected by the restatement.

As a result of that

reassessment, we determined that our disclosure controls and procedures for such periods were not effective with respect to our internal

controls around the proper accounting and classification of complex financial instruments.

For more information, see Item 9A included

in this Amendment No.

The restatement is more fully described in Note

2 of the notes to the financial statements included herein.

We are a blank check company formed under the

laws of the State of Delaware on July 20, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock

purchase, reorganization or other similar Business Combination with one or more businesses.

We intend to effectuate our Business Combination

using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or

a combination of cash, stock and debt.

We expect to continue to incur significant

costs in the pursuit of our acquisition plans.

laws of the State of Delaware on July 20, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or other similar Business Combination with one or more businesses.

We intend to effectuate our Business

Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock,

debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs

in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

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Our only activities from

July 20, 2020 (inception) through December 31, 2020 were organizational activities, those necessary to prepare for the Initial Public

Offering, described below.

July 20, 2020 (inception) through December 31, 2020 were organizational activities, those necessary to prepare for the Initial

Public Offering, described below.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

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Liquidity and Capital Resources

On December 17, 2020, we consummated the Initial

Public Offering of 27,600,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriters of their over-allotment

option in the amount of 3,600,000, generating gross proceeds of $276,000,000.

Simultaneously with the closing of the Initial Public Offering,

we consummated the sale of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement

to our initial stockholders, generating gross proceeds of $10,280,000.

On December 17, 2020, we consummated the

Initial Public Offering of 27,600,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriters of their

over-allotment option in the amount of 3,600,000, generating gross proceeds of $276,000,000.

Simultaneously with the closing of the Initial

Public Offering, we consummated the sale of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in

a private placement to our initial stockholders, generating gross proceeds of $10,280,000.

Following the Initial Public Offering, the full

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through December 31, 2020, cash used in operating activities was $514,705.

Net loss of $4,084,500 was affected by change in fair value

of warrant liability of $3,371,200, transaction costs associated with Initial Public Offering of $468,315, interest earned on marketable

Net loss of $4,084,500 was affected by change in fair

value of warrant liability of $3,371,200, transaction costs associated with Initial Public Offering of $468,315, interest earned on marketable

securities held in the Trust Account of $7,785, and $261,935 of changes in operating assets and liabilities.

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which would be considered off-balance sheet arrangements as of December 31, 2020.

We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We do not participate in transactions that create

relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have

been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing

arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial

Contractual Obligations

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fee of $20,000 for office space, administrative and support services to us.

We began incurring these fees on December 14, 2020 and will

continue to incur these fees monthly until the earlier of the completion of the Business Combination and its liquidation.

The underwriters are entitled to a deferred

fee of $0.35 per Unit, or up to $9,660,000 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting

We began incurring these fees on December 14, 2020 and

will continue to incur these fees monthly until the earlier of the completion of the Business Combination and its liquidation.

The underwriters are entitled to a deferred fee

of $0.35 per Unit, or up to $9,660,000 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held

in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

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Lattice Model.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock

subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480

“Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified

as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including common stock that feature

redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within our control) is classified as temporary equity.

At all other times, common stock is classified as

stockholders’ equity.

Our Class A common stock features certain redemption rights that are considered to be outside of our

control and subject to occurrence of uncertain future events.

Accordingly, 24,104,788 shares of Class A common stock subject to

possible redemption are presented as temporary equity, outside of the stockholders’ equity section of our balance sheet.

Class A Common Stock Subject to Possible

We account for our Class A common stock subject

to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument

and are measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that is either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified

as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

Our Class A common stock features

certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

all shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’

equity section of our balance sheet.

Net Income (Loss) per Common Share

We apply the two-class method in calculating earnings

per common share.

Net income per common share, basic and diluted for Class A redeemable common stock is calculated by dividing the

interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A

redeemable common stock outstanding for the period.

Net loss per common share, basic and diluted for Class B non-redeemable common

stock is calculated by dividing the net income, less income attributable to Class A redeemable common stock, by the weighted average

number of Class B non-redeemable common stock outstanding for the period presented.

We comply with accounting and disclosure requirements

of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A common stock

and Class B common stock.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per common stock

is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

We did not consider the effect of the warrants

issued in connection with the initial public offering in the calculation of diluted income (loss) per share because their exercise is

contingent upon future events.

As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common

Accretion associated with the redeemable Class A common stock is excluded from income (loss) per common share as the redemption

value approximates fair value.

Recent Accounting Standards

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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-K/A

Item 7. Management’s Discussion and Analysis