What changed in this filing

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Item 4. Controls and Procedures

2021-08-03 compared with 2021-05-24 · 32 added, 46 removed, 2 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

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

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.

In connection with this Quarterly Report on Form 10-Q, our management evaluated, with the participation of our chief

executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and

procedures as of March 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation and in light of the “Staff

Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)”

(the “SEC Staff Statement”) promulgated by the SEC on April 12, 2021 (the “SEC Staff Statement”), our Certifying

Officers concluded that, solely due to our restatement of our audited financial statements for the period from July 28, 2020 (inception)

through December 31, 2020 to reclassify our warrants as described therein, our disclosure controls and procedures were not effective

as of March 31, 2021.

We 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.

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.

Management’s

Report on Internal Controls Over Financial Reporting

Quarterly Report on Form 10-Q 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 companies.

in Internal Control over Financial Reporting

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.

While we have processes to identify and appropriately apply applicable accounting requirements, and

have followed previous guidance and generally accepted accounting practices in accounting for our warrants, given the recent change in

the SEC’s interpretation and guidance as set forth in the SEC Staff Statement, we plan to enhance these processes to better evaluate

our research and understanding of the nuances of the complex accounting standards that apply to our financial statements.

at this time include providing enhanced access to accounting literature, research materials and documents and increased communication

among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our

remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended

II - OTHER INFORMATION

Evaluation of Disclosure Controls and Procedures

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.

In connection with this Quarterly Report on Form 10-Q,

our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2021, pursuant to Rule 13a-15(b)

under the Exchange Act.

Based upon that evaluation and in light of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”) promulgated by the SEC on April 12, 2021 (the “SEC Staff Statement”), our Certifying Officers concluded that, solely due to our restatement of our audited financial statements for the period from July 28, 2020 (inception) through December 31, 2020 to reclassify our warrants as described therein, our disclosure controls and procedures were not effective as of June 30, 2021.

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 Quarterly Report on Form 10-Q present

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

We 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.

Changes 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, other than described herein.

Management has implemented remediation steps to address the material weakness and to improve our internal control over financial reporting.

Specifically, we enhanced the supervisory review of accounting procedures in this financial reporting area and expanded and improved our review process for complex securities and related accounting standards.

As of June 30, 2021, this has not been fully remedied.

OTHER INFORMATION

On August 1, 2021, the Company issued an unsecured working capital loan promissory note (the “Working Capital Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to $300,000 from the Sponsor, for ongoing expenses related to a Business Combination.

All unpaid borrowings under the Working Capital Promissory Note will be due and payable in full on the day on which the Company consummates a Business Combination (the “Maturity Date”).

The Company may prepay any balances under the Working Capital Promissory Note prior to the Maturity Date in its sole discretion.

The Working Capital Promissory Note is not convertible into warrants.

As of August 1, 2021, there were no borrowings under the Working Capital Promissory Note.

The foregoing description does not purport to be complete and is qualified in its entirety by the provisions of the Working Capital Promissory Note, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

PART II - OTHER INFORMATION

LEGAL PROCEEDINGS.

the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors

in their capacity as such or against any of our property.

To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

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