What changed in this filing

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Item 1A. Risk Factors

2021-11-24 compared with 2021-09-29 · 31 added, 6 removed, 1 unchanged (97% of the section changed)

Risk Factors.

As of the date of this Quarterly Report, there have been no material

changes with respect to those risk factors previously disclosed in our Registration Statement filed with the SEC.

Any of these factors

could result in a significant or material adverse effect on our results of operations or financial condition.

Additional risk factors

not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

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 final prospectus filed with the SEC on June 28, 2021, except

for the following.

We have identified a material weakness in our

internal control over financial reporting.

If we are unable to develop and maintain an effective system of internal control over financial

reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence

in us and materially and adversely affect our business and operating results, and we may face litigation as a result.

In connection with the preparation of our financial

statements as of September 30, 2021, we reevaluated the classification of the Class A common stock subject to possible redemption.

revaluation was due to a recent notification from the SEC that SPAC’s must not report possible redemption of stock as permanent

After consultation with the chairman of our audit committee, our management concluded that the previously issued audited balance

sheet dated as of August 17, 2021 related to the consummation of our initial public offering, which should be restated to report all Class

A common stock subject to possible redemption as temporary equity.

As part of such process, we identified a material weakness in our internal

control over financial reporting related to the lack of ability to account 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 our annual or interim financial statements will not be prevented, or detected and corrected, on a timely

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud, and material weakness

could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement

of our annual or interim financial statements.

In such a case, we may be unable to maintain compliance with securities law requirements

regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence

in our financial reporting, our securities price may decline and we may face litigation as a result.

We continue to evaluate steps to

remediate the material weakness.

These remediation measures may be time consuming and costly and there is no assurance that these initiatives

will ultimately have the intended effects.

However, we cannot assure you that the measures we have taken to date, or any measures we may

take in the future, will be sufficient to avoid potential future material weaknesses.

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 1A. Risk Factors