Item 4. Controls and Procedures
Item
4. 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 have 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 redeemable Class A common stock 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 October 19, 2020, its financial statements
for the period ended December 31, 2020 and its interim financial statements for the quarters ended March 31, 2021 and June 30, 2021.
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 Reporting
There was no change in our internal control
over financial reporting that occurred during the three months 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 as
described 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 redeemable Class A common
stock. 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.
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PART II - OTHER INFORMATION
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