What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2021-11-09 compared with 2021-08-09 · 69 added, 51 removed, 5 unchanged (96% of the section changed)

CONTROLS AND PROCEDURES

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” 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 June

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.

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

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.

Changes in Internal Controls Over Financial Reporting.

(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 Interim 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.

Based upon this evaluation,

and the above criteria, our CEO and CFO concluded that due to the material weakness described below, the Company’s disclosure controls

and procedures were not effective as of September 30, 2021.

Material Weakness in Internal Control over

Financial Reporting

A 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.

During the Quarter ended September

30, 2021, we identified a material weakness in internal control over financial reporting related to ineffective information technology

general controls (“ITGCs”) in the areas of user access and segregation of duties related to certain information technology

(“IT”) systems that support the Company’s financial reporting processes.

We believe that these control deficiencies

were a result of turnover of critical IT leadership;

insufficient training of IT resources;

and inadequate risk-assessment processes to

identify and assess access in certain IT environments that could impact internal controls over financial reporting.

The material weakness

did not result in any identified misstatements in our consolidated financial statements, and there were no changes to previously issued

financial results.

However, because the material weakness creates a reasonable possibility that a material misstatement to our consolidated

financial statements would not be prevented or detected on a timely basis, the Company’s management concluded that at September

30, 2021, the Company’s internal control over financial reporting was ineffective.

Management’s Plan for Remediation

In response to this material

weakness, management, with oversight of the Audit Committee of the Board of Directors, has identified and begun to implement steps to

remediate the material weakness.

The Company has allocated resources to remediate user access related control and segregation of duties

deficiencies.

Our remediation plan also includes providing training to personnel associated with reviewing IT user access.

intend to complete the remediation process as promptly as possible, we cannot at this time estimate how long it will take to remediate

this material weakness.

Until this material weakness is remediated, we plan to continue to perform additional analyses and other procedures

to ensure that our consolidated financial statements are prepared in accordance with GAAP.

Previously Reported Material Weakness in

Internal Control over Financial Reporting

As previously reported, we

determined a material weakness existed related to the design and implementation of sufficient controls and processes around the assessment

of complex accounting issues reached in prior periods that continue to impact the Company, specifically related to the valuation and classification

As a result, we determined that we did not have effective controls to prevent or detect a financial statement misstatement

on a timely basis.

In response to this material

weakness, we effectively implemented enhanced processes and controls to include additional steps in management’s review of historical

complex accounting issues that may continue to impact the Company.

We have also increased communication among our personnel and third-party

professionals with whom we consult regarding the application of complex accounting transactions.

Based on these measures, management has

tested the internal control activities and found them to be effective and has concluded that the previously reported material weakness

described above has been remediated as of September 30, 2021.

(b) Changes in Internal Controls Over Financial

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

above, during the three months ended September 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.

1 unchanged sentence

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.

The 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