What changed in this filing

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Item 4. Controls and Procedures

2022-05-16 compared with 2021-11-18 · 33 added, 44 removed, 4 unchanged (95% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Evaluation of Disclosure 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 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.

under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including

our Chief Executive Officer and Chief Financial Officer (who serves as our Principal Executive Officer and Principal Financial and Accounting

Officer), to allow timely decisions regarding required disclosure.

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 March 31, 2022.

Based upon this 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 to the material weakness which resulted in errors related to the Company’s accounting

for complex financial instruments, such as the accounting classification of our Public Warrants and Private Placement Warrants, as well

as of a portion of Class A ordinary shares subject to possible redemption previously included in shareholders’ deficit.

In light of this material

weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with

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.

Changes in Internal Control over Financial

Except for the material weakness

described above, there was no change in our internal control over financial reporting that occurred during the quarter ended March

31, 2022, covered by this Quarterly Report on Form 10-Q, other than the circumstances described above that has materially affected, or

is reasonably likely to materially affect, our internal control over financial reporting.

Internal Control over Financial Reporting

This Quarterly Report on

Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

PART II - OTHER INFORMATION

LEGAL PROCEEDINGS

To the knowledge of our management, there is no

litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of

our property.

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