What changed in this filing

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Item 4. Controls and Procedures

2022-08-10 compared with 2022-05-12 · 77 added, 76 removed, 3 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

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.

Evaluation of Disclosure Controls and Procedures

We are required to comply with the internal control

requirements of the Sarbanes- Oxley Act for the period ending June 30, 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.

Disclosure 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.

Management assessed the effectiveness of our internal

control over financial reporting at June 30, 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 June 30, 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

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

and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an

effective system of internal controls.

A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding

the adequacy of internal controls.

Many small and mid-sized target businesses we may consider for our initial business combination may

have internal controls that need improvement in areas such as:

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

for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses

in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure

Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing

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.

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

Accordingly, our management believes that the condensed 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.

We expect to assess the internal controls of our

target business or businesses prior to the completion of our Initial Business Combination and, if necessary, to implement and test additional

controls as we may determine are necessary in order to state that we maintain an effective system of internal controls.

A target business

may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls.

Many small and mid-sized

target businesses we may consider for our Initial Business Combination may have internal controls that need improvement in areas such

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.

Because it will take time, management involvement

and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and

market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities,

particularly in the areas of designing, enhancing, or remediating internal and disclosure controls.

Doing so effectively may also take

longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

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.

Our internal control over financial reporting

did not result in the proper classification of our warrants.

At 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 a special purpose acquisition company (“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 this 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 condensed 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.

PART II — OTHER INFORMATION

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