What changed in this filing

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Item 4. Controls and Procedures

2022-05-13 compared with 2021-11-15 · 25 added, 35 removed, 15 unchanged (80% of the section changed)

3 unchanged sentences

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

as of September 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.

Based on the foregoing, our Certifying Officers concluded

that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

as of March 31, 2022, 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, as of the end of the period covered by this Quarterly Report on Form 10-Q, due

solely to a material weakness in our internal control over financial reporting.

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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, the Company’s

management has concluded that our control around the interpretation and accounting for complex financial instruments issued by the Company

was not effectively designed or maintained.

As a result, we have performed additional analyses as deemed necessary to ensure that our

financial statements were prepared in accordance with U.S.

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 periods presented.

Disclosure controls and procedures are controls

7 unchanged sentences

There was no change in our internal control over

financial reporting that occurred during the fiscal quarter ended September 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.

The material weakness

discussed below was remediated during the quarter ended September 30, 2021.

Remediation of a Material Weakness in Internal

Control over Financial Reporting

We recognize the importance of the control environment

as it sets the overall tone for the Company and is the foundation for all other components of internal control.

Consequently, we designed

and implemented remediation measures to address the material weakness described in our March 31, 2021 Quarterly Report on Form 10-Q and

enhanced our internal control over financial reporting.

As a result, we 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.

As part of our remediation efforts, we took the

following steps:

We implemented procedures intended to ensure that we identify and apply the applicable accounting guidance to all complex transactions.

We established 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.

As a result of our actions, we believe our material

weakness has been remediated as of September 30, 2021.

financial reporting that occurred during the fiscal quarter ended March 31, 2022 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, other than as described

In light of the above material weakness, we enhanced

our processes 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 at this time 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

Legal Proceedings

Risk Factors.

There have been no material changes from the risk

factors previously disclosed in our most recent prospectus for the Initial Public Offering as filed with the SEC on March 15, 2021 and

our Form 10-Q for the quarter ended March 31, 2021 as filed with the SEC on May 17, 2021.

Unregistered Sales of Equity

Securities and Use of Proceeds from Registered Securities

Defaults Upon Senior

Mine Safety Disclosures

Not applicable.

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