Item 4.02-Non-Reliance on Previously Issued
Financial Statements or Related Audit Report or Completed Interim Report.
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 provisions that provided for potential changes to the settlement amounts dependent upon the characteristics
of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing the warrants of the Company.
As a result of the SEC Statement, on December 10, 2021, the Company reevaluated the accounting treatment of the 225,000 warrants that
were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the Initial Public Offering
(the “Private Warrants”). The Company previously accounted for the Private Warrants as components of equity. The Company should
have classified the Private warrants as derivative liabilities in its previously issued financial statements.
The Company’s accounting for the Private
warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported
operating expenses or cash.
In addition, in accordance with the SEC and its staff’s
guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption
provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent
equity. The Company had previously classified a portion of its ordinary share in permanent equity. Although the Company did not specify
a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would
cause its net tangible assets to be less than $5,000,001. On December 10, 2021, the Company determined that the threshold would not change
the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity.
As a result, the Company’s previously issued
(i) audited balance sheet as of May 19, 2019 included in the Company’s Current Report on Form 8-K filed with the SEC on May 22,
2019, (ii) audited financial statements as of December 31, 2019 and for the year ended December 31, 2019 filed with the SEC on March
31, 2020, (iii) audited financial statements as of December 31, 2020 and for the year ended December 31, 2020 filed with the SEC on March
26, 2021, (iv) unaudited interim financial statements as of June 30, 2019 and for the three and six months ended June 30, 2019 included
in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2019; unaudited interim financial statements as
of and for the three and nine months ended September 30, 2019 included in the Company’s Quarterly Report on Form 10-Q filed with
the SEC on November 14, 2019; unaudited interim financial statements as of and for the three months ended March 31, 2020 included in
the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 18, 2020; unaudited interim financial statements as of June
30, 2020 and for the three and six months ended June 30, 2020 included in the Company’s Quarterly Report on Form 10-Q filed with
the SEC on August 14, 2020; unaudited interim financial statements as of and for the three and nine months ended September 30, 2020 included
in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2020; unaudited interim financial statements
as of and for the three months ended March 31, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC
on June 16, 2021; unaudited interim financial statements as of and for the three and six months ended June 30, 2021 included in the Company’s
Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021 (collectively, the “Affected Periods”), in each case,
should be corrected to classify private warrants as liabilities and all of the Public Shares as temporary equity, and periodic reports
of the Affected Periods should no longer be relied upon.
The Company will reflect these corrections in
its upcoming amended Annual Report on Form 10-K for the years ended December 31, 2020 and 2019. The Company does not expect the changes
described above to have any impact on its cash position or the balance held in the trust account.
In connection with the restatement, the Company’s
management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a result
of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not
effective due to a material weakness in internal control over financial reporting related to the classification of the Company’s
private warrants as components of equity instead of as derivative liabilities and the classification of the redeemable shares. In light
of the material weakness, the Company performed additional analysis as deemed necessary to ensure that corrections were reflected in its
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with SEC on November 16, 2021 (the “November
2021 Form 10-Q”), and management believes that the financial statements included in the November 2021 Form 10-Q present fairly in
all material respects the Company’s financial position, results of operations and cash flows for the period presented.
The Company’s management and the Audit
Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Friedman LLP,
the Company’s independent registered public accounting firm.