What changed in this filing

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Item 4. Controls and Procedures

2021-11-18 compared with 2021-08-16 · 42 added, 35 removed, 6 unchanged (93% of the section changed)

CONTROLS AND PROCEDURES.

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 Securities

Exchange Act of 1934, as amended (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 Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding

required disclosure.

Evaluation of Disclosure Controls and Procedures

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, and in light of the material weakness in internal

controls described below, our Chief Executive Officer has concluded that during the period covered by this report, our disclosure controls

and procedures were not effective.

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.

Revision of Previously Issued Financial Statements

We revised our prior position on accounting for

warrants and forward purchase agreements and revised our March 18, 2021 financial statement to reclassify the Company’s warrants

and forward purchase agreements as described in the Note 2 of the accompanying financial statements.

However, the non-cash adjustments

to the financial statement do not impact the amounts previously reported for our cash and cash equivalents or total assets.

Changes in Internal Control Over Financial

There was no change in our internal control over

financial reporting that occurred during the three months ended June 30, 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, as the circumstances that led to

the revision to our previously issued balance sheet had not yet been identified.

Due solely to the events that led to the revision to

our previously issued balance sheet, management identified a material weakness in internal controls related to the accounting for warrants

issued in connection with the Initial Public Offering.

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 Securities Exchange Act of 1934, as amended (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 Chief Executive Officer and Chief Financial Officer, to allow timely decisions

regarding required disclosure.

Evaluation of Disclosure Controls and

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.

Based upon their evaluation, our Chief

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of

September 30, 2021, due to the material weakness related to the error in accounting classification of our Public Warrants and

Private Placement Warrants previously disclosed in Item 4.

Controls and Procedures included in our Quarterly Report on Form 10-Q as

filed with the SEC on May 25, 2021, and due to the restatements of our March 23, 2021, March 31, 2021, and June 30, 2021 financial

statements (the “restatements”) relating to the reclassification of redeemable Class A Shares, as described above in Note 2— Restatement of Previously Issued Financial Statements, which

each constitute a material weakness in our internal control over financial reporting.

In light of this material weakness, we

performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in

accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the 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.

Changes in Internal

Control over Financial Reporting

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) of 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 other

than the circumstances that led to the reclassification of redeemable Class A Shares, as described in Note 2— Restatement of Previously

Issued Financial Statements.

In light of the restatements, we continue to enhance our processes and procedures 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 for enhancement 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.

PART II - OTHER INFORMATION

4 unchanged sentences

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