What changed in this filing

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Item 4. Controls and Procedures

2022-08-15 compared with 2022-05-16 · 88 added, 97 removed, 3 unchanged (98% 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

Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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

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

During the most recently completed fiscal quarter,

there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

In light of the revision of our financial statements, 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.

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

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 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.

of Disclosure Controls and Procedures

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.

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.

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

Under 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.

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.

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.

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.

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.

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

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.

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.

in Internal Control Over Financial Reporting

the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In light of the revision of our

financial statements, 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.

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 June 30, 2022,

are fairly presented, in all material respects, in accordance with GAAP.

II - OTHER INFORMATION

LEGAL PROCEEDINGS.

RISK FACTORS.

As smaller reporting company we are not required to make disclosures

under this Item.

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