What changed in this filing

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Item 4. Controls and Procedures

2022-05-12 compared with 2021-11-12 · 63 added, 53 removed, 16 unchanged (88% of the section changed)

CONTROLS AND PROCEDURES

April 12, 2021, the staff at the Securities and Exchange Commission (the “SEC”) issued a statement on Accounting and Reporting

Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”).

In the SEC Statement, the SEC staff noted that certain provisions in the typical SPAC warrant agreement may require that the warrants

be classified as a liability measured at fair value, with changes in fair value reported each period in earnings, as compared to the

historical treatment of the warrants as equity, which has been the practice of most SPACs, including us.

We had previously classified

our private placement warrants and public warrants, which we issued on January 14, 2021, as equity (for a full description of our private

placement warrants and public warrants, refer to the registration statement on Form S-1 (File No.

333- 251558 and 333-252033), filed

in connection with the Company’s initial public offering, declared effective by the SEC on January 11, 2021).

on the guidance in Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — Contracts in

Entity’s Own Equity”, we have since concluded that provisions in the warrant agreement preclude the warrants from being accounted

for as components of equity.

As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants should have

been recorded as derivative liabilities on the balance sheet and measured at fair value at issuance and reported as such at each subsequent

reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the subsequent

statements of operations for a period that included the change.

Further, ASC 815 requires that upfront costs and fees related to items

for which fair value accounting is applied (in this case, our warrant liabilities) should have been recognized as expense as incurred.

of Disclosure Controls and Procedures

will be required to comply with the internal control requirements of the Sarbanes- Oxley Act for the fiscal year ending December 31,

Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging

growth company would we be required to comply with the independent registered public accounting firm attestation requirement on internal

control over financial reporting.

Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend

to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not

“emerging growth companies” including, but not limited to, not being required to comply with the independent registered public

accounting firm attestation requirement.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Securities Exchange Act of 1934, as amended (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 company reports filed or

submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial

Officer, to allow timely decisions regarding required disclosure.

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 September 30, 2021, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were effective as of September

are required to comply with the internal control requirements of the Sarbanes- Oxley Act for the period ending March 31, 2022

and thereafter.

Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as

an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement

on internal control over financial reporting.

Further, for as long as we remain an emerging growth company as defined in the JOBS Act,

we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not “emerging growth companies” including, but not limited to, not being required to comply with the independent registered

public accounting firm attestation requirement.

controls are procedures with the objective of ensuring that information required to be disclosed in our reports under the Exchange Act,

such as this report, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are designed with the objective of ensuring that information is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

assessed the effectiveness of our internal control over financial reporting at March 31, 2022.

In making these assessments, management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —

Integrated Framework (2013).

Based on that assessment, management concluded that our disclosure controls and procedures were not effective

as of March 31, 2022 due to material weakness in accounting for complex financial instruments.

See “Changes in Internal Control

over Financial Reporting”, below.

In light of this assessment, we performed additional analyses as deemed necessary to ensure that

our audited financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, our management

believes that the financial statements included in this report present fairly in all material respects our financial position, results

of operations and cash flows for the periods presented.

expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination

5 unchanged sentences

have internal controls that need improvement in areas such as:

for financial, accounting and external reporting areas, including segregation of duties;

reconciliation

recording of expenses and liabilities in the period to which they relate;

of internal review and approval of accounting transactions;

documentation

of processes, assumptions and conclusions underlying significant estimates;

documentation

of accounting policies and procedures.

staffing for financial, accounting

and external reporting areas, including segregation of duties;

reconciliation of accounts;

proper recording of expenses

and liabilities in the period to which they relate;

evidence of internal review

and approval of accounting transactions;

documentation of processes,

assumptions and conclusions underlying significant estimates;

documentation of accounting

policies and procedures.

it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary

3 unchanged sentences

in Internal Control over Financial Reporting

previously reported material weakness related to the misapplication of accounting for the Company's warrants as liabilities was

remediated during the quarter ended September 30, 2021.

There were no other changes in our internal control over financial reporting

that occurred during the three months ended September 30, 2021, covered by this Quarterly Report on Form 10-Q that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We believe our efforts will

enhance our controls relating to warrant accounting, but we can offer no assurance that our controls will not require additional

review and modification in the future as industry accounting practices based on the SEC Statement may evolve over time.

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.

Our internal control over financial reporting did not result in the proper classification of

our warrants.

Since issuance on January 14, 2021, our warrants were accounted for as equity within our balance sheet.

On April 12, 2021,

the SEC Staff issued the SEC Staff Statement in which the SEC Staff expressed its view that certain terms and conditions common to SPAC

warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity.

After discussion

and evaluation, taking into consideration the SEC Staff Statement, we have concluded that our warrants should be presented as liabilities

with subsequent fair value remeasurement as previously restated.

In addition, our management has concluded that our internal control over

financial reporting did not result in the proper classification of all of our public shares as temporary equity.

The reclassification

of all of our public shares as temporary equity resulted in changes to the Company’s net income (loss) per share calculations that

have previously been restated.

In light of material weakness, we have enhanced our processes to identify and appropriately apply applicable

accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial

statements, including by making greater use of 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 their intended effects.

We believe our efforts will enhance our controls relating to accounting for complex financial transactions,

but we can offer no assurance that our controls will not require additional review and modification in the future, in particular as industry

accounting practice evolves over time.

II — OTHER INFORMATION

1 unchanged sentence

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