What changed in this filing

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Item 4. Controls and Procedures

2021-08-10 compared with 2021-05-14 · 45 added, 42 removed, 5 unchanged (95% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and

Under the supervision and with the participation of

our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”),

we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in

Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

In connection with this Report, and in light of the restatement of our financial

statements for the year ended December 31, 2020, our Certifying Officers reevaluated and concluded that our disclosure controls and procedures

were not effective, due solely to the material weakness in our internal control over financial reporting described below in “Changes

in Internal Control Over Financial Reporting”.

In light of this material weakness, we performed additional analyses as deemed necessary

to ensure that our financial statements were prepared in accordance with U.S.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation

of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”),

as of June 30, 2021, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures

as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

In connection with this Report, and in light of the restatement of

our financial statements for the year ended December 31, 2020, our Certifying Officers reevaluated and concluded that our disclosure controls

and procedures were not effective, due solely to the material weakness in our internal control over financial reporting described below

in “Changes in Internal Control Over Financial Reporting.” In light of this material weakness, we performed additional analyses

as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management

believes that the financial statements included in this Report present fairly in all material respects our financial position, results

of operations and cash flows for the period presented.

Notwithstanding the identified material weakness as of June 30, 2021, management believes that the financial statements included in this

Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Disclosure controls and procedures are controls

and other procedures 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 are controls and other procedures 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

management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions

regarding required disclosure.

Management’s Report on Internal

Controls over Financial Reporting

This Report does not

include a report of management’s assessment regarding internal control over financial reporting or an attestation report

of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

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 management, including our Certifying Officers, or

persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial

There were no changes

in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)

during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting, as the circumstances that led to the restatement of our year-end financial statements on May

4, 2021 had not yet been identified.

Due solely to the events that led to our restatement of our financial statements, management

has identified a material weakness in internal controls related to the accounting for warrants issued in connection with our initial

public offering, as described in Note 2 to the Notes to Financial Statements entitled “Restatement of Previously Issued Financial

Statements.”

While we have processes

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

the accounting standards that apply to our financial statements, including through enhanced analyses by 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.

OTHER INFORMATION

There was no change in our internal control over

financial reporting that occurred during the fiscal quarter ended June 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, with the exception of

While we have processes to identify and appropriately

apply applicable accounting requirements, we have enhanced our system of evaluating and implementing the accounting standards that apply

to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding

complex accounting applications.

Specifically, during 2021 and through the date of this filing, management has been focused on remediating

the material weakness in our internal control over financial reporting.

Management believes the measures that we have implemented during

2021 have had a favorable impact on our internal control over financial reporting.

As part of our remediation efforts in connection

with the identification of the material weakness discussed above, we have taken the following steps during the six months ended June 30,

● We have implemented procedures intended to ensure that we identify and apply the applicable accounting

guidance to all complex transactions.

● We are establishing additional monitoring and oversight controls designed to ensure the accuracy and completeness

of our condensed consolidated financial statements and related disclosures.

● During 2021, management performed a broad and detailed analysis over the classification of our warrant

Based on the analysis, the warrants are classified as a liability on our condensed consolidated balance sheet and measured

at fair value through condensed consolidated statement of operations at the end of each reporting period.

While we took considerable action to remediate

the material weakness, such remediation has not been fully evidenced.

Accordingly, we continue to test our controls implemented during

the six months ended June 30, 2021 to assess whether our controls are operating effectively.

While there can be no assurance, we believe

our material weakness will be remediated during the course of fiscal 2021.

PART II – OTHER

Legal Proceedings

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