What changed in this filing

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Item 4. Controls and Procedures

2021-05-17 compared with 2020-11-10 · 53 added, 38 removed, 1 unchanged (99% of the section changed)

AND PROCEDURES

As an emerging growth

company, we are exempt from the auditor attestation requirements with respect to internal control over financial reporting under

Section 404(b) of the Sarbanes Oxley Act of 2002.

(a) Evaluation of Disclosure Controls

and Procedures

As of the end of the

period covered by this report, under the supervision and with the participation of our management, including our Chief Executive

Officer (“CEO”) and Chief Financial Officer (“CFO”), we evaluated the effectiveness of the design and

operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”)).

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.

Based upon this evaluation,

and the above criteria, our CEO and CFO concluded that due to the material weakness described below and as previously disclosed

in our Form 10-Q filed August 14, 2020, the Company’s disclosure controls and procedures were not effective as of September

Previously Reported Material Weakness

In connection with

the preparation and interim review of our quarterly consolidated financial statements for the quarter ended June 30, 2020, we

and our independently registered public accounting firm identified a material weakness in internal controls over the tax provision

process, specifically related to the release of the valuation allowance and the unique recording of the Tax Receivable Agreement

liability as described in Note 14 –

Income Taxes .

We have begun remediating

the underlying cause of this material weakness including the implementation of additional steps in our process of reviewing unique

and complicated tax transactions.

We believe these additional steps will enable us to identify and remediate quickly any potential

errors in our processes and broaden the scope and quality of our controls over our tax processes.

(b) Changes in Internal Controls Over Financial Reporting.

Other than the changes

described above, there have been no changes in our internal control over financial reporting that occurred during the nine months

ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal controls over

financial reporting.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief

Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we evaluated the effectiveness of the design and

operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”)).

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.

upon this evaluation, and the above criteria, our CEO and CFO concluded that due to the material weakness described below and as previously

disclosed in our Form 10-K/A filed May 10, 2021, the Company’s disclosure controls and procedures were not effective as of March

Weakness in Internal Control over Financial Reporting

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented

or detected on a timely basis.

previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2020, management concluded that we did not maintain

effective internal control over financial reporting as of December 31, 2020 due to the material weakness described below.

internal control over financial reporting did not identify an error in the classification of the public and sponsor warrants issued in

connection with our IPO and through a simultaneous private placement, which we determined to be a material weakness.

This error in classification

was brought to our attention when the SEC issued the SEC Statement informing market participants that warrants issued by special purpose

acquisition companies (“SPACs”) may require classification as a liability of the entity measured at fair value, with changes

in fair value each period reported in earnings.

The SEC Statement addresses certain accounting and reporting considerations related to

warrants of a kind similar to those public and sponsor warrants we issued.

We previously classified

our public warrants and sponsor warrants as equity.

As a result of such misclassification, we restated our previously issued audited

consolidated financial statements as of and for the years ended December 31, 2020 and 2019 and previously issued unaudited condensed

consolidated financial statements as of and for the quarterly periods ended September 30, 2020 and 2019, June 30, 2020 and 2019 and March

31, 2020 and 2019.

Such restated financial statements were included in our Annual Report on Form 10-K/A for the year ended December 31,

2020 filed on May 10, 2021.

response to this material weakness in internal control over financial reporting related to the assessment of complex accounting issues

reached in prior periods that continue to impact the Company, we will implement a new control to assess complex accounting issues reached

in the past that continue to impact the Company to ensure those conclusions reached are still appropriate.

Our plans include increased

communication among our personnel and third-party professionals with whom we consult regarding the application of complex accounting

transactions.

Our remediation plan can only be accomplished over time and will be continually reviewed to determine that it is achieving

its objectives.

We can offer no assurance that these initiatives will ultimately have the intended effects.

in Internal Controls Over Financial Reporting.

than the changes described above, during the three months ended March 31, 2021, there have been no changes in our internal control over

financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial

OTHER INFORMATION

LEGAL PROCEEDINGS

Company is from time to time involved in various claims, legal proceedings and complaints arising in the ordinary course of business.

Please refer to Note 11 — Commitments and Contingencies to the condensed consolidated financial statements contained in

this report for certain information regarding our 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