What changed in this filing

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Item 4. Controls and Procedures

2022-05-13 compared with 2021-11-09 · 22 added, 23 removed, 5 unchanged (90% of the section changed)

Controls and Procedures

During the course of preparing the quarterly report on Form 10-Q

for the quarter ended June 30, 2021, we identified a misstatement related to the initial recognition of the shares subject to redemption in our previously issued unaudited financial statements, for the quarter ended March 31, 2021 filed on Form 10-Q

on May 13, 2021.

The Public Shares subject to redemption were recognized at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with ASC 480.

The Company determined the ordinary shares subject to redemption to be equal to the redemption value of approximately $10.00 per ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001.

Upon considering the impact of Forward Purchase Agreement, it was concluded that the redemption value should include all the Public Shares resulting in the Class A ordinary shares subject to possible redemption being equal to $320,000,000.

The effect of the revision in previously issued financial statements included as an exhibit to the Company’s Form 8-K

filed with the SEC on March 17, 2021, and Form 10-Qs

can be found in Note 2 of the notes to unaudited condensed Financial Statements.

Evaluation of Disclosure Controls and Procedures

In connection with the revision in previously issued financial statements included as an exhibit to the Company’s Form 8-K

filed with the SEC on March 17, 2021, and Form 10-Qs,

our management reassessed the effectiveness of our disclosure controls and procedures as of September 30, 2021.

As a result of that reassessment, our management determined that our disclosure controls and procedures as of September 30, 2021 were not effective solely as a result of its initial recognition of the shares subject to redemption.

In light of the material weakness that we identified, we performed additional analysis as deemed necessary to ensure that our unaudited condensed financial statements for the quarter ended September 30, 2021, were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q

present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of three months ended March 31, 2022, as such term is defined in Rules 13a-15(e)

and 15d-15(e)

under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of March 31, 2022, because of a material weakness in our internal control over accounting for complex financial instruments.

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 Company’s management has concluded that our control around the interpretation and accounting for certain complex features of financial instruments was not effectively designed or maintained.

This material weakness resulted in the restatement of the Company’s interim financial information for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021.

As a result, our management performed additional analysis as deemed necessary to ensure that our condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Accordingly, management believes that the financial statements included in the Form 10-Q

present fairly, in all material respects, our financial position, result of operations and cash flows of the periods presented.

Management understands that the accounting standards applicable to our condensed consolidated financial statements are complex and has since the inception of the Company benefited from the support of experienced third-party professionals with whom management has regularly consulted with respect to accounting issues.

Management intends to continue to further consult with such professionals in connection with accounting matters.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information 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.

Changes in Internal Control over Financial Reporting

Other than as described herein, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f)

and 15d-15(f)

under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the revision of our previously filed financial statements described above had not yet been identified.

In light of the revision of the previously filed financial statements, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements.

Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among 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.

There were no changes to our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2022 that have materially affected or are reasonably likely to materially affect, our internal control over financial

PART II - OTHER INFORMATION

Legal Proceedings

As of the date of this Quarterly Report on Form 10-Q,

there have been no material changes to the risk factors disclosed in our Annual 10-K

Report filed with the SEC on March 23, 2022.

We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults upon Senior Securities

Mine Safety Disclosures.

Not applicable.

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