What changed in this filing

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Item 4. Controls and Procedures

2021-08-27 compared with 2021-07-27 · 11 added, 17 removed, 15 unchanged (65% of the section changed)

2 unchanged sentences

and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under 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

4 unchanged sentences

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 as of March 31, 2021.

and operation of our disclosure controls and procedures as of June 30, 2021.

Based upon their evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that, during the period covered by this report, our disclosure

controls and procedures were not effective.

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

of the Private Warrants we issued in March 2021 which, due to its impact on our financial statements, we determined to be a material weakness.

This matter was brought to our attention when the SEC issued the SEC Statement.

The SEC Statement addresses certain accounting and reporting

considerations related to warrants of a kind similar to those we issued at the time of our initial public offering in March 2021.

controls and procedures were effective 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.

Changes in Internal Control Over Financial

During the most recently completed fiscal quarter,

there has been 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.

Management has identified a material weakness

in internal controls related to the accounting for Private Warrants issued in connection with the IPO, as described above.

have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and

implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and

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 the intended effects.

we have enhanced in our internal control over financial reporting related to accounting for the Private Warrants through adoption of liability

accounting for our Private Warrants as well as the retention of third-party professionals to provide quarterly warrant valuation analysis.

a result, we believe the material weakness in internal controls disclosed in the Form 10-Q for the three-month ended March 31, 2021 has

been addressed.

There have been no changes in our internal controls over financial reporting, except as previously noted, that has materially

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

PART 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