Item 4. Controls and Procedures
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to
ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within
the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,
including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
Under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness
of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2021, as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial
officer has concluded that during the period covered by this report, due solely to the material weakness we have identified in our internal
control over financial reporting described below, our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e)
under the Exchange Act) were not effective.
22
A material weakness is a deficiency, or a 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 financial statements will not be prevented, or detected and corrected on a timely basis. We became aware of
the need to change the classification of our warrants when the SEC issued a statement entitled “Staff Statement on Accounting and
Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” on April 12, 2021.
As a result, our principal executive officer and principal financial officer concluded that there was a material weakness in internal
control over financial reporting as of June 30, 2021. In light of the material weakness, we performed additional analysis as deemed necessary
to ensure that our financial statements for the Quarterly Report for the period ended March 31, 2021 filed with the SEC on May 21, 2021
and for this Quarterly Report on Form 10-Q were prepared in accordance with U.S. generally accepted accounting principles.
Changes in Internal Control over Financial Reporting
Remediation Plan
As a newly created organization, we are currently
in the process of implementing our financial reporting processes and will incorporate enhanced communication and documentation procedures
between our operations team and the individuals responsible for preparation of financial statements. These controls are expected to include
the implementation of additional supervision and review activities by qualified personnel, and the development and use of checklists and
research tools to assist in compliance with GAAP. We intend to complete the enhancement of our financial reporting processes during fiscal
year 2021. The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to
anticipate and react to changes in our business and the economic and regulatory environments. Additionally, we must expend resources to
maintain a financial reporting system that is adequate to satisfy our reporting obligations. As we continue to evaluate and take actions
to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies
or determine to modify certain of the remediation measures described above. We cannot assure you that the measures we have taken to date,
or any measures we may take in the future, will be sufficient to remediate the material weakness we have identified or avoid potential
future material weaknesses.
23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.