What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-12-07 compared with 2021-05-19 · 62 added, 33 removed, 240 unchanged (28% of the section changed)

102 unchanged sentences

Restatement and Revision of Previously Issued Financial

This Management’s Discussion

and Analysis of Financial Condition and Results of Operations (“

MD&A ”) has been amended and restated to

give effect to the Restatement.

We are restating our historical financial results to reclassify our Public Warrants and Private 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 MD&A below.

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

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

after the Original 10-K.

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

As per part of

Amendment No.1, this Management’s Discussion and Analysis of Financial Condition and Results of Operations

MD&A ”) was amended and restated to give effect to the the prior restatement (the "Initial

Restatement"), which primarily related to consideration of the factors in determining whether to classify contracts that may be

settled in an entity’s own stock as equity of the entity or as an asset or liability in accordance with Accounting Standards

Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity.

We previously

restated our historical financial results to reclassify our Public Warrants and Private 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 Initial

Restatement is reflected in the MD&A below.

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

the Initial Restatement and the additional restatement discussed below, no other information in this MD&A has been amended and

this MD&A does not reflect any events occurring after the Original 10-K.

The impact of the Initial Restatement is more fully

described in Note 2 to our financial statements included in “Item 15.

Exhibits and Financial Statement Schedules”

and “Item 9A.

“Item 9A.

Controls and Procedures”

in this Amendment.

As per part of

Amendment No.2, 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 Original Financial Statements.

We are restating our historical

financial results to reclassify our temporary equity and permanent equity.

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 this additional 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:

Procedures, both contained herein.

of Operations

128 unchanged sentences

A Common Stock Subject to Possible Redemption

account for our Class A common stock subject to possible conversion in accordance with the guidance in ASC Topic 480

We account for our common

stock subject to possible conversion 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 is classified

as a liability instrument and measured at fair value.

Conditionally redeemable common stock (including common stock that features

redemption rights that are 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’

Our common stock features certain redemption rights that are considered to be outside of our control and

subject to occurrence of uncertain future events.

Accordingly, common stock subject to possible redemption is presented at

redemption value as temporary equity, outside of the stockholders’

equity section of our balance sheets.

Income Per Common Share

apply the two-class method in calculating earnings per share.

Shares of common stock subject to possible redemption, which are

not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common

share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.

Our net income is

adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate

in the earnings of the Trust Account and not our income or losses.

Common stock subject to mandatory redemption is classified as a liability instrument

and measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are 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’

Our common stock features certain redemption

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

Accordingly, common stock

subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’

equity section

of our condensed consolidated balance sheets.

Income (Loss) Per Common Share

We comply with accounting

and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income (loss) per common stock is computed by

dividing net income (loss) by the weighted average number of common stocks outstanding for the period.

We apply the two-class method in

calculating earnings per share.

Accretion associated with the redeemable shares of Class A common stocks is excluded from earnings per

share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider

the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise

of the warrants is contingent upon the occurrence of future events.

The warrants are exercisable to purchase 11,825,000 Class A common

stocks in the aggregate.

As of December 30, 2020, we did not have any dilutive securities or other contracts that could, potentially,

be exercised or converted into common stocks and then share in the earnings of the Company.

As a result, diluted net loss per common

stock is the same as basic net loss per common stock for the periods presented.

Accounting Standards

2 unchanged sentences

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 5. Market for Registrant’s Common Equity