What changed in this filing

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Item 1A. Risk Factors

2021-08-16 compared with 2021-07-19 · 32 added, 30 removed, 0 unchanged (100% of the section changed)

Factors that could cause our actual results to differ materially from

those in this Quarterly Report are any of the risks previously disclosed in our final prospectus filed with the SEC on March 18, 2021

and the below risk factor.

Any of those 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, other than as described below, there have been no material changes

to the risk factors disclosed in our final prospectus filed with the SEC on March 18, 2021 We may disclose changes to such factors or

disclose additional factors from time to time in our future filings with the SEC.

warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement

regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff

Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)”

(the “SEC Statement”).

Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain

tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants.

As a result of the SEC Statement, we reevaluated the accounting treatment of our 11,500,000 public warrants and 5,933,333 private placement

warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period

reported in earnings.

a result, included on our balance sheet as of March 31, 2021 contained elsewhere in this Quarterly Report are derivative liabilities

related to embedded features contained within our warrants.

Accounting Standards Codification 815, Derivatives and Hedging (“ASC

815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash

gain or loss related to the change in the fair value being recognized in earnings in the statement of operations.

As a result of the

recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which

are outside of our control.

Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on

our warrants each reporting period and that the amount of such gains or losses could be material.

Factors that could cause our actual results to

differ materially from those in this Quarterly Report are any of the risks previously disclosed in our final prospectus filed with the

SEC on March 18, 2021 and the below risk factor.

Any of those 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, other than as described below, there have

been no material changes to the risk factors disclosed in our final prospectus filed with the SEC on March 18, 2021 We may disclose changes

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

Our warrants are accounted for as liabilities

and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the

Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting

considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting

Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”).

Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business

Combination, which terms are similar to those contained in the warrant agreement governing our warrants.

As a result of the SEC Statement,

we reevaluated the accounting treatment of our 11,500,000 public warrants and 5,933,333 Private Placement Warrants and determined to classify

the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheet as

of June 30, 2021 contained elsewhere in this Quarterly Report are derivative liabilities related to embedded features contained within

our warrants.

ASC 815, “Derivatives and Hedging,” (“ASC 815”), provides for the remeasurement of the fair value

of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized

in earnings in the statement of operations.

As a result of the recurring fair value measurement, our financial statements and results

of operations may fluctuate quarterly based on factors which are outside of our control.

Due to the recurring fair value measurement,

we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses

could be material.

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