What changed in this filing

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Item 4. Controls and Procedures

2022-05-16 compared with 2021-11-15 · 33 added, 47 removed, 32 unchanged (71% 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

4 unchanged sentences

to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

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 our disclosure controls and procedures were not effective as of March 31, 2022 due

to a material weakness in accounting for complex financial instruments.

In light of this material weakness, we performed additional analysis

as deemed necessary to ensure that our unaudited interim 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.

of Disclosure Controls and Procedures

20 unchanged sentences

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.

effective as of March 31, 2022.

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.

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

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.

was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2022 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