What changed in this filing

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Item 4. Controls and Procedures

2021-11-15 compared with 2021-08-16 · 45 added, 53 removed, 4 unchanged (96% of the section changed)

Controls and Procedures

Evaluation of Disclosure

Controls and Procedures

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 principal executive officer and principal financial officer or persons performing similar functions, as appropriate, to allow timely

decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

We determined that we

had initially recorded our Warrants as equity instruments instead of as liabilities in our balance sheet as of March 2, 2021, which we

filed on Form 8-K on March 9, 2021.

We determined that our error in accounting for these Warrants represented a material weakness

in our internal controls.

As required by Rules 13a-15f and 15d-15 under

the Exchange Act, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the

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

Based upon their evaluation, our principal executive

officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e)

and 15d-15 (e) under the Exchange Act) were not effective as of June 30, 2021.

Our internal control

over financial reporting did not result in the proper accounting classification of certain of the warrants we issued in March 2021 which,

due to its impact on our financial statements, we determined to be a material weakness.

This mistake in classification was brought to

our attention only 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.

On May 28, 2021, the

Company filed with the SEC Amendment No.

1 on Form 8-K/A to amend and restate the Company’s audited balance sheet to reflect the

classification of the Company’s warrants as a liability, in accordance with the SEC Statement.

Changes in Internal

Control over Financial Reporting

Other than as

described herein, there was no change in our internal control over financial reporting that occurred during the period from March

31, 2021 through June 30, 2021, covered by this Quarterly Report on Form 10-Q that has materially affected, or

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 principal executive officer and principal financial officer or persons performing similar functions, as

appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and

determined that we had initially recorded our Warrants as equity instruments instead of as liabilities in our balance sheet as of March

2, 2021, which we filed on Form 8-K on March 9, 2021.

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

accounting classification of certain of the warrants we issued in March 2021.

This mistake in classification was brought to our attention

only 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.

May 28, 2021, the Company filed with the SEC Amendment No.

1 on Form 8-K/A to amend and restate the Company’s audited balance sheet

to reflect the classification of the Company’s warrants as a liability, in accordance with the SEC Statement.

In addition, as part of a subsequent review of

our accounting for more complex equity situations, we also changed our accounting methodology for our Class A ordinary shares subject

to possible redemption to be in accordance with guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable

equity instruments (including equity instruments that feature redemption rights that are either with the control of the holder or subject

to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

Accordingly, we have determined that all of our outstanding Class A ordinary shares should be presented as temporary equity.

Due to the impact of these errors in the classification

of our warrants and Class A ordinary shares, we determined that a material weakness exists in our internal control over financial reporting.

required by Rules 13a-15f and 15d-15 under the Exchange Act, our principal executive officer and principal financial

officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September

Based upon their evaluation, our principal executive officer and principal financial officer concluded that our 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

Changes in Internal Control over Financial

than as described herein, there was no change in our internal control over financial reporting that occurred during the period from June

30, 2021 through 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.

Management previously

identified a material weakness in internal controls related to the accounting for the Warrants issued in connection with our Initial Public

Offering, as described above.

To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort

and resources to the remediation and improvement of our internal control over financial reporting.

While we 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.

PART II – OTHER

has identified a material weakness in our internal control over financial reporting related to the accounting of complex financial instruments

due to the errors related to the classification of our warrants and Class A ordinary shares, as described above.

To respond to this material

weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our

internal control over financial reporting.

While we 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.

PART II – OTHER INFORMATION

Legal Proceedings

Risk Factors.

There have been no material

changes from the risk factors previously disclosed in the Company’s final prospectus for the Initial Public Offering as filed with

the SEC on March 1, 2021 and in the Company’s Form 10-Q as filed with the SEC on May 24, 2021.

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