What changed in this filing

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Item 4. Controls and Procedures

2022-11-21 compared with 2022-08-23 · 71 added, 67 removed, 4 unchanged (97% of the section changed)

1 unchanged sentence

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

appropriate, to allow timely decisions regarding required disclosure.

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, 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

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 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 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 June 30, 2022.

Report on Internal Controls Over Financial Reporting

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

Control over Financial Reporting

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 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 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.

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

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.

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.

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.

On 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.

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 our control) are classified as temporary equity.

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

On 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.

In addition, in the second quarter of 2022, the Company did not originally account for and classify convertible promissory notes, accrued

expenses, and foreign exchange transactions properly.

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.

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 September 30, 2022.

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 30, 2022.

Management’s 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

Changes in Internal Control over Financial

Other 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 September

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.

Management 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.

In addition, in the second quarter of 2022, the Company did not originally account for and classify convertible promissory notes, accrued

expenses, and foreign exchange transactions properly.

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

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