What changed in this filing

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Item 4. Controls and Procedures

2022-05-17 compared with 2021-11-15 · 35 added, 22 removed, 2 unchanged (97% of the section changed)

Controls and Procedures

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 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 our reports filed or submitted under the Exchange Act is accumulated and communicated

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

of Disclosure Controls and Procedures

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 as of September 30, 2021.

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 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.

in Internal Control Over Financial Reporting

the most recently completed fiscal quarter ended September 30, 2021, we have enhanced our internal controls over financial reporting

relating to redeemable equity instruments by continuing to recognize all Public Shares as temporary equity.

We believe our efforts are

effective in identifying and appropriately applying applicable accounting requirements but we believe we will need additional time to

monitor and assess our efforts to evaluate their ultimate effectiveness.

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

- OTHER INFORMATION

Disclosure 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

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 our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our

Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As 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 as of March 31, 2022.

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 because of a material weakness in our internal control over financial reporting.

A material weakness is a deficiency,

or a 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.

Specifically,

the material weakness identified in our internal controls related to the Company’s accounting for complex financial instrument,

including classification of warrant liabilities, redeemable equity and valuation of representative shares.

This material weakness resulted

in the restatement of the Company’s balance sheet as of March 15, 2021, and its interim financial statements for the quarter ended

March 31, 2021;

June 30, 2021;

and September 30, 2021.

Changes in Internal Control Over Financial

During the most recently

completed fiscal quarter ended March 31, 2022, we have improved our internal controls over financial reporting relating to classification

of warrants, classification of redeemable equity instruments, and fair value of representative shares through enhanced education

of our accountants and retention of third-party valuation professionals to conduct periodic fair value assessments of our complex financial

We believe our efforts are effective in identifying and appropriately applying applicable accounting requirements but we

believe we will need additional time to monitor and assess our efforts to evaluate their ultimate effectiveness.

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

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