What changed in this filing

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Item 4. Controls and Procedures

2021-11-24 compared with 2021-09-29 · 23 added, 12 removed, 10 unchanged (78% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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

Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and

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

Based upon their evaluation, our Chief Executive Officer

and Chief 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, due solely to the material weakness in our internal control over financial reporting related to the

Company's accounting for complex financial instruments, specifically common stock subject to redemption.

As a result, we performed additional

analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting

Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects

our financial position, results of operations and cash flows for the period presented.

Disclosure controls and procedures are designed

3 unchanged sentences

to allow timely decisions regarding required disclosure.

Under the supervision and with the participation

of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation

of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2021, 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 and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures

were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed

by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the

SEC’s rules and forms.

Changes in Internal Control over Financial

There was no change in our internal control over

financial reporting that occurred during the fiscal quarter of 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 identified a material weakness in

internal control related to the Company's accounting for complex financial instruments.

During the most recent quarter, management identified

a material weakness in internal control relating to the classification of common stock subject to redemption, which material weakness

continued to exist during the most recent fiscal quarter ended September 30, 2021.

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

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