What changed in this filing

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Item 4. Controls and Procedures

2022-05-16 compared with 2021-11-16 · 83 added, 23 removed, 17 unchanged (86% of the section changed)

7 unchanged sentences

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 as of September 30, 2021.

In connection with the preparation of this Form 10-Q, we

revisited our financial statements to classify all public shares subject to redemption in temporary equity.

The Company had previously

classified a portion of its ordinary shares in permanent equity.

Although the Company did not specify a maximum redemption threshold,

its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets

to be less than $5,000,001.

However, the Company considered that the threshold would not change the nature of the underlying shares as

redeemable and thus would be required to be disclosed outside equity.

Based upon their evaluation, and in light of the SEC Staff Statement,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-

15 (e) and 15d-15 (e) under the Exchange Act) were not effective.

Disclosure controls

are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under

the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s

rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated

to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding

required disclosure.

Our management evaluated, with the participation of our current chief executive officer and chief financial officer

(our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of March 22, 2022, pursuant to

Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, our disclosure controls and

procedures were not effective.

We do not expect that

our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls

and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,

and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures,

no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies

and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the

likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions.

Our internal control

over financial reporting did not result in the proper classification of our warrants.

Since their issuance on May 16, 2019, our warrants

have been accounted for as derivative liabilities within our consolidated balance sheet.

We evaluated the warrants under Accounting Standards

Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity.

ASC Section 815-40-15 addresses equity

versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may

be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary shares.

ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary shares if the terms of the warrant require an adjustment

to the exercise price upon a specified event and that event is not an input to the fair value of the warrant.

As a result, the Public

Warrants shall be classified as equity.

After discussion and evaluation with our independent auditors, we have concluded that our Public

Warrants should be presented as component of equity.

In addition, the Company

concluded it should restate its financial statements to classify all ordinary shares subject to possible redemption in temporary equity.

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities

from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares

subject to redemption to be classified outside of permanent equity.

The Company had previously classified a portion of its ordinary shares

in permanent equity.

Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company

will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

The Company considered

that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside

As a result, the Company restated its previously filed financial statements to classify all ordinary shares as temporary equity

and to recognize accretion from the initial book value to redemption value at the time of its IPO and in accordance with ASC 480.

change in the carrying value of redeemable shares of ordinary shares resulted in charges against additional paid-in capital and accumulated

As a result, management

identified these material weaknesses in our internal control over financial reporting related to the accounting for warrants and ordinary

shares subject to possible redemption.

To remediate these material

weaknesses, we developed a remediation plan with assistance from our accounting advisors and have dedicated significant resources and

efforts to the remediation and improvement of our internal control over financial reporting.

While we have processes to identify and

appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing 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.

For a discussion of management’s consideration of the material

weakness identified related to our accounting for a significant and unusual transaction related to the warrants we issued in connection

with our initial public offering.

Changes in Internal Control Over Financial

5 unchanged sentences

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.

The Company performed additional analysis and

procedures with respect to accounts impacted by the material weakness in order to conclude that its unaudited financial statements in

this Form 10-Q as of and for the nine months ended September 30, 2021, are fairly presented, in all material respects, in accordance with

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.

The Company performed additional analysis

and procedures with respect to accounts impacted by the material weakness in order to conclude that its unaudited condensed

consolidated financial statements in this Form 10-Q as of and for the fiscal quarter ended March 31, 2022, are fairly presented, in

all material respects, in accordance with GAAP.

PART II - OTHER INFORMATION

LEGAL PROCEEDINGS.

RISK FACTORS.

As smaller reporting company we are not required to make disclosures

under this Item.

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