What changed in this filing

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Item 4. Controls and Procedures

2021-08-09 compared with 2021-05-17 · 33 added, 31 removed, 23 unchanged (74% of the section changed)

1 unchanged sentence

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.

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” and together with the CEO, the “Certifying Officers”), 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

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

Weakness in Internal Control over Financial Reporting

4 unchanged sentences

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.

Our 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 a public statement (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

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

7 unchanged sentences

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

Changes in Internal Controls Over Financial Reporting.

Other than the changes described

above, during the three months ended June 30, 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 reporting.

OTHER INFORMATION

4 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-Q

Item 4. Controls and Procedures