What changed in this filing

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Item 4. Controls and Procedures

2022-08-23 compared with 2022-05-23 · 43 added, 30 removed, 28 unchanged (72% of the section changed)

16 unchanged sentences

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.

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

1 on Form 8-K/A to amend and restate our audited balance sheet to reflect the classification

of our warrants as a liability, in accordance with the SEC Statement.

addition, as part of a subsequent review of our accounting for more complex equity situations, we also changed our accounting methodology

1 unchanged sentence

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.

December 22, 2021, the Company filed with the SEC Amendment No.

2 on Form 8-K/A to reflect the classification of all of the Company’s

Class A ordinary shares as temporary equity in accordance with ASC 480-10-S99.

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.

with the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified

as temporary equity.

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

December 22, 2021, we filed with the SEC Amendment No.

2 on Form 8-K/A to reflect the classification of all of our Class A ordinary shares

as temporary equity in accordance with ASC 480-10-S99.

addition, the Company did not properly account for and classify (i) convertible promissory notes, resulting in an overstatement of

convertible promissory notes and overstatement of total liabilities;

(ii) accrued expenses, resulting in an overstatement of accrued

expenses and related operating costs;

and (iii) foreign exchange loss, resulting in an overstatement of foreign exchange loss and

overstatement of total other income.

to the impact of the errors described above, we determined that a material weakness exists in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that

there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be

prevented or detected on a timely basis.

Notwithstanding the determination that our internal control over financial reporting was not

effective and that there was a material weakness as identified in this Quarterly Report on Form 10-Q, we believe that our consolidated

financial statements contained in this Quarterly Report on Form 10-Q fairly present our financial position, results of operations and

cash flows for the years covered hereby in all material respects.

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 March 31, 2022.

an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2022.

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 March 31, 2022.

(as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of June 30, 2022.

Report on Internal Controls Over Financial Reporting

This Quarterly Report

on Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public

Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC

for newly public companies.

Changes in Internal

1 unchanged sentence

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

2, 2021 through March 31, 2022, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to

2, 2021 through June 30, 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.

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 unaudited condensed 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 well as certain errors

relating to the accounting for the fair value of the convertible promissory notes, accrued expenses and foreign exchange loss, 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 unaudited condensed 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

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