What changed in this filing

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Item 4. Controls and Procedures

2021-08-12 compared with 2021-05-17 · 45 added, 26 removed, 12 unchanged (86% of the section changed)

2 unchanged sentences

Under the supervision and with the participation

of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”),

we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in

Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls

and procedures were not effective, due solely to the material weakness in our internal control over financial reporting, as of the end

of the period covered by this Report due solely to the significant change in the accounting treatment of our warrants and FPS.

described in the Notes to Financial Statements entitled “Summary of Significant Accounting Policies - Warrant and Forward Purchase

Agreement Securities Liability”

under Item 1 of this Report, the accounting treatment of our warrants and FPS for the reporting

period covered by this Report is significantly different from the accounting treatment of such securities for our prior financial reporting

periods as reflected in our financial statements previously filed with the SEC.

We have performed additional analyses as deemed necessary

to ensure that our financial statements were prepared in accordance with U.S.

of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”),

as of June 30, 2021, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures

as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

In connection with this Report, our Certifying Officers reevaluated

and concluded that our disclosure controls and procedures were not effective, due solely to the material weakness in our internal control

over financial reporting as it specifically relates to the significant change in the accounting treatment of our warrants and FPS and

described in our March 31, 2021 Quarterly Report on Form 10-Q.

In light of this material weakness, we performed additional analyses as

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

generally accepted accounting principles.

Accordingly, management

believes that the financial statements included in this Report present fairly in all material respects our financial position, results

of operations and cash flows for the period presented.

Notwithstanding the identified material weakness as of June 30, 2021, management believes that the financial statements included in this

Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Disclosure controls and procedures are controls

and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange

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

Disclosure controls

2 unchanged sentences

persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls

over Financial Reporting

This Report 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 the rules of the SEC for newly public companies.

Changes in Internal Control over Financial

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.

PART II –

There was no change in our internal control over

financial reporting that occurred during the fiscal quarter 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, with the exception of

While we have processes to identify and appropriately

apply applicable accounting requirements, we have enhanced 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.

Specifically, during 2021 and through the date of this filing, management has been focused on remediating

the material weakness in our internal control over financial reporting.

Management believes the measures that we have implemented during

2021 have had a favorable impact on our internal control over financial reporting.

As part of our remediation efforts in connection

with the identification of the material weakness discussed above, we have taken the following steps during the six months ended June 30,

● We have implemented procedures intended to ensure

that we identify and apply the applicable accounting guidance to all complex transactions.

● We are establishing additional monitoring and

oversight controls designed to ensure the accuracy and completeness of our condensed financial statements and related disclosures.

● During 2021, management performed a broad and

detailed analysis over the classification of our warrant and FPS liabilities.

Based on the analysis, the warrants and FPS are classified

as liabilities on our condensed balance sheet and measured at fair value through condensed statement of operations at the end of each

reporting period.

While we took considerable action to remediate

the material weakness, such remediation has not been fully evidenced.

Accordingly, we continue to test our controls implemented during

the six months ended June 30, 2021 to assess whether our controls are operating effectively.

While there can be no assurance, we believe

our material weakness will be remediated during the course of fiscal 2021.

II – OTHER INFORMATION

Legal Proceedings

Risk Factors.

have been no material changes from the risk factors previously disclosed in the Company’s most recent prospectus for the Initial

Public Offering as filed with the SEC on March 15, 2021 and the Company’s Form 10-Q for the quarter ended March 31, 2021

as filed with the SEC on May 17, 2021 .

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