What changed in this filing

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Item 4. Controls and Procedures

2021-11-15 compared with 2021-08-13 · 64 added, 10 removed, 15 unchanged (83% of the section changed)

Controls and Procedures

accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption

provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent

The Company had previously classified 10,197,129

shares and 10,513,519 shares of Class A common stock in temporary equity on June 28, 2021 and June 30, 2021.

the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public

shares in an amount that would cause its net tangible assets to be less than $5,000,001.

reviewed the Company’s initial application of ASC 480-10-S99-3A to its accounting classification of public shares and determined

that the public shares include certain redemption provisions outside of the Company’s control that require the public shares to

be presented as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business

accordance with SEC Staff Accounting Bulletin No.

99, “Materiality,” and SEC Staff Accounting Bulletin No.

108, “Considering

the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated

the changes and has determined that the related impact was material to any previously presented financial statements.

Therefore, the

Company, in consultation with its Audit Committee, concluded that its previously issued financial statements should be restated to report

all public shares as temporary equity.

As such, the Company is reporting upon restatements to those periods in this Quarterly Report.

In connection with the preparation of this Form 10-Q, and in light of the

SEC Statement (as defined herein), we revised our prior position on accounting for our equity position.

We have restated our June 28,

2021 audited balance sheet included in the Company’s Current Report on Form 8-K filed on July 2, 2021 and June 30, 2021 Financial

Statements on Form 10-Q filed on August 13, 2021 (the “Prior Financials”) to reclassify 11,500,000 shares of Class A common

stock in temporary equity.

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

9 unchanged sentences

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting

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 and accounting officer have concluded that during the period covered by this report, our disclosure

controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information

required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time

periods specified in the SEC’s rules and forms.

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.

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon their evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that, solely due to the Company’s restatement of temporary equity of its Prior Financials,

the Company’s disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not

effective as of September 30, 2021.

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 the Company’s

annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the evaluation of the SEC

Statement and management’s subsequent re-evaluation of its Prior Financials, the Company determined that there were errors in its

accounting for its complex financial instruments.

Management concluded that a deficiency in internal control over financial reporting

existed relating to the accounting treatment for complex financial instruments and that the failure to properly account for such instruments

constituted a material weakness.

This material weakness resulted in the need to restate the Prior Financials.

in Internal Control over Financial Reporting

the most recently completed fiscal quarter ended June 30, 2021, there was no change in our internal control over financial reporting

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered

by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting, with the exception of the below.

Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing

procedures including consulting with subject matter experts related to the accounting for temporary and permanent equity and the restatement of the Prior Financials.

The Company’s management has expended,

and will continue to expend, a substantial amount of effort and resources for the remediation of the material weakness and

improvement of our internal control over financial reporting.

While we have processes to properly identify and evaluate the

appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded

and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the

context of the increasingly complex accounting standards.

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