What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-12-07 compared with 2021-05-19 · 64 added, 70 removed, 806 unchanged (14% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

Disclosure controls and procedures

are controls and other procedures that are designed with the objective of ensuring 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 reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including

our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

to the Original 10-K, our management evaluated, with the participation of our current Chief Executive Officer and Chief Financial Officer

Certifying Officers ”), the effectiveness of the design and operation of our disclosure controls and procedures

as of December 31, 2020, as required by Rules 13a-15 and 15d-15 under the Exchange Act.

Based on their evaluation at the time of the Original

10-K, our Certifying Officers had concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act) were effective.

Subsequently, in connection with the preparation of this Amendment, our management re-evaluated, with

the participation of our Certifying Officers, the effectiveness of our disclosure controls and procedures as of December 31, 2020, as

required by Rules 13a-15 and 15d-15 under the Exchange Act.

Based upon that evaluation, and in light of the SEC Statement,

our Certifying Officers concluded that, as of December 31, 2020, 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 analysis as deemed necessary to ensure that our financial

statements were prepared in accordance with GAAP.

Accordingly, management believes that the financial statements included in this

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

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.

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 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.

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 December 31, 2020.

Based upon their evaluation, 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, due to the material weakness in our internal control over financial reporting related to the

Company’s accounting for complex financial instruments.

As a result, we performed additional analysis 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 Form 10-Q present fairly in all material respects our financial position, results

of operations and cash flows for the period presented.

Management has implemented remediation

steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process for complex

securities and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature, identification

of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with

the requisite experience and training to supplement existing accounting professionals.

Management’s

Report on Internal Controls Over Financial Reporting

This Amendment does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

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

Due solely to the events that led to the Restatement, management has identified a material weakness

in internal controls related to the accounting for warrants issued in connection with our Public Offering, as described in Note 2 to the

Notes to Financial Statements.

Restatement of Previously Issued Financial Statements

On May 10, 2021, we revised our prior

position on accounting for warrants and concluded that the Original Financial Statements should not be relied on because of a misapplication

in the guidance on warrant accounting.

However, the non-cash adjustments to the financial statements do not impact the amounts previously

reported for our cash and cash equivalents, total assets, revenue or cash flows.

This Amendment does not include a report of management’s

assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting

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

in Internal Control over Financial Reporting

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.

Due solely to the events that led to the Restatement, management has identified a material weakness in internal controls related to the

accounting for warrants issued in connection with our Public Offering, as described in Note 2 of the Notes to Financial Statements.

Other than as noted below, 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, as the circumstances that led to the restatement of our financial

statements described in this Amendment had not yet been identified.

Management has implemented remediation steps to address the material

weaknesses and to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process for

complex securities and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature,

identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional

staff with the requisite experience and training to supplement existing accounting professionals.

Other Information

240 unchanged sentences

or our or their affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed.

After the completion of our

Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees from the

combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or

proxy solicitation materials furnished to our stockholders in connection with a proposed Business Combination.

We have not established

any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely

the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of the post-combination

business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined,

or recommended to our Board for determination, either by a compensation committee constituted solely by independent directors or by a

majority of the independent directors on our Board.

the completion of our Business Combination, directors or members of our management team who remain with us may be paid consulting or

management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the

tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed Business Combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of

It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the

directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to

be paid to our officers will be determined, or recommended to our Board for determination, either by a compensation committee constituted

solely by independent directors or by a majority of the independent directors on our Board.

We do not intend to take any action to ensure that members of our management

541 unchanged sentences

ACQUISITION CORPORATION II

December 6, 2021

Ophir Sternberg

4 unchanged sentences

/s/ Ophir Sternberg

President and Chief Executive Officer

Executive Officer)

Chairman, President and Chief Executive Officer (Principal Executive Officer)

December 6, 2021

Ophir Sternberg

1 unchanged sentence

Chief Operating Officer and Director

December 6, 2021

Trevor Barran

2 unchanged sentences

(Principal Financial and Accounting Officer)

December 6, 2021

Paul Rapisarda

/s/ Steven Berrard

Steven Berrard

/s/ Aman Kapadia

/s/ James Anderson

December 6, 2021

James Anderson

/s/ Thomas Byrne

December 6, 2021

/s/ Roger Meltzer

December 6, 2021

Roger Meltzer

/s/ Thomas Hawkins

December 6, 2021

Thomas Hawkins

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 9A. Controls and Procedures