What changed in this filing

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Item 1A. Risk Factors

2021-11-18 compared with 2021-08-16 · 60 added, 32 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.

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.

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 March 18,

2021, our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 and our Quarterly Report on Form 10-Q for the

quarterly period ended June 30, 2021, except as described below.

Unless specifically stated, this Quarterly Report

does not contain the risks associated with the proposed Obagi and Milk Business Combinations.

We have identified material weaknesses in our

internal control over financial reporting as of September 30, 2021.

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.

In connection with the preparation of the Company’s

financial statements as of September 30, 2021, the Company reevaluated the classification of the Class A ordinary shares subject to possible

After consultation with our independent registered public accounting firm, our management and our audit committee concluded

that the previously issued financial statements as of March 18, 2021, March 31, 2021 and June 30, 2021 and for the periods from December

8, 2020 (inception) through January 12, 2021, from January 1, 2021 through March 31, 2021, and the three months and six months ended June

30, 2021 (the “Relevant Periods”) should be restated to report all Class A ordinary shares subject to possible redemption

as temporary equity.

As described elsewhere in this Quarterly Report on

Form 10-Q, we identified a material weakness in our internal control over financial reporting related to the accounting for the Company’s

Class A ordinary shares subject to possible redemption.

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 basis.

As a result of this material weakness, and the material

weakness related to the reclassification of our warrants and other accounting matters which resulted in the restatement of our audited

opening balance sheet as of March 18, 2021, our management has concluded that our internal control over financial reporting was not effective

as of September 30, 2021.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

have taken a number of measures to remediate the material weaknesses, and continue to evaluate steps to remediate the material weaknesses.

However, these remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately

have the intended effects.

If we are unable to remediate our material weaknesses in a timely manner or we identify additional material

weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial

If our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by Nasdaq,

the SEC or other regulatory authorities.

Failure to timely file would cause us to be ineligible to utilize short form registration statements

on Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue

shares to effect an acquisition.

If any of these events were to occur, it could have a material adverse effect on our business.

In addition, the existence of material weaknesses

or a significant deficiency in internal control over financial reporting could adversely affect our reputation or investor perceptions

of us, which could have a negative effect on the trading price of our securities.

We can provide no assurance that the measures we have

taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses or restatements

of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial

In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures

may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

We may face litigation and other risks as a

result of the material weaknesses in our internal control over financial reporting.

As a result of such material weaknesses, the changes

in accounting for the warrants and for Class A ordinary shares subject to redemption, and other matters raised or that may in the future

be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal

and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial

reporting and the preparation of our financial statements.

As of the date of this Quarterly Report on Form 10-Q, we have no knowledge

of any such litigation or dispute.

However, we can provide no assurance that such litigation or dispute will not arise in the future.

Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations

and financial condition or our ability to complete a business combination.

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