References to the "Company," "Frazier Lifesciences Acquisition Corporation,"
"our," "us" or "we" refer to Frazier Lifesciences Acquisition Corporation. The
following discussion and analysis of the company's financial condition and
results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Amendment No. 2 to
the Annual Report on Form
10-K/A.
Certain information contained in the discussion and analysis set forth below
includes forward-looking statements that involve risks and uncertainties.

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Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this
Amendment No. 2 to the Annual Report on Form
10-K/A
including, without limitation, statements regarding our financial position,
business strategy and the plans and objectives of management for future
operations, are forward looking statements. When used in this Amendment No. 2 to
the Annual Report on Form
10-K/A,
words such as "may," "should," "could," "would," "expect," "plan," "anticipate,"
"believe," "estimate," "continue," or the negative of such terms or other
similar expressions, as they relate to us or our management, identify forward
looking statements. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other SEC filings. Such
forward looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, our management. No
assurance can be given that results in any forward-looking statement will be
achieved and actual results could be affected by one or more factors, which
could cause them to differ materially. The cautionary statements made in this
Amendment No. 2 to the Annual Report on Form
10-K/A
should be read as being applicable to all forward-looking statements whenever
they appear in this Annual Report. For these statements, we claim the protection
of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act. Actual results could differ materially from
those contemplated by the forward-looking statements as a result of certain
factors detailed in our filings with the SEC. All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.
In this Amendment No. 2 to the Annual Report on Form 10-K of Frazier
Lifesciences Acquisition Corporation (the "Company") for the fiscal year ended
December 31, 2020 ("Amendment No. 2"), we are restating our audited financial
statements as of December 31, 2020, and for the period from October 7, 2020
(inception) through December 31, 2020 and the audited balance sheet issued in
connection with our Initial Public Offering on December 11, 2020.
In preparation of our financial statements as of and for quarterly period ended
September 30, 2021, we concluded we should revise our previously filed financial
statements to classify all Class A ordinary shares subject to possible
redemption in temporary equity. In accordance with the SEC and its staff's
guidance on redeemable equity instruments in ASC 480-10-S99, redemption
provisions not solely within our control require ordinary shares subject to
redemption to be classified outside of permanent equity. We had previously
classified a portion of its Class A ordinary shares in permanent equity, or
total shareholders' equity. Although we did not specify a maximum redemption
threshold, our amended and restated memorandum and articles of association
currently provides that we will not redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001. Previously, we
did not consider redeemable shares classified as temporary equity as part of net
tangible assets. Effective with its financial statements for quarterly period
ended September 30, 2021, we revised this interpretation to include temporary
equity in net tangible assets. In addition, in connection with the change in
presentation for the Class A ordinary shares subject to possible redemption, we
determined we should restate our earnings per share calculation to allocate
income and losses shared pro rata between the two classes of shares. This
presentation contemplates a business combination as the most likely outcome, in
which case, both classes of shares share pro rata in our income and losses.
After further consideration of the impact of the error that led to the revised
September 30, 2021 financial statements, our management and the audit committee
of the Company's board of directors (the "Audit Committee") concluded that our
previously issued (i) audited balance sheet as of December 11, 2020 (the "Post
IPO Balance Sheet"), as previously restated in First Amended Filing, (ii)
audited financial statements for the period ended December 31, 2020 included in
the First Amended Filing, (iii) unaudited interim financial statements included
in the Company's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2021, filed with the SEC on May 24, 2021 and reported as revised in
the Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021 ( the "Q3 Form 10-Q"); (iv) unaudited interim financial
statements included in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2021, filed with the SEC on August 9, 2021 and
reported as revised in the Company's Q3 Form 10-Q; and (v) footnote 2 to the
unaudited interim financial statements and Item 4 of Part 1 included in the
Company's Q3 Form 10-Q (collectively, the "Affected Periods"), should be
restated to report all Public Shares as temporary equity and should no longer be
relied upon. As such, we are restating our financial statements for the Affected
Periods in this Amendment No. 2 for the Post IPO Balance Sheet and the Company's
audited financial statements for the period ended December 31, 2020 included in
the First Amended Filing. The unaudited condensed financial statements for the
periods ended March 31, 2021 and June 30, 2021 and footnote 2 to the unaudited
interim financial statements and Item 4 of Part 1 included in the Company's Q3
Form 10-Q will be amended in the Company's Amendment No. 1 to the Quarterly
Report on Form 10-Q/A for the quarterly period ended September 30, 2021, to be
filed with the SEC (the "Q3 Form 10-Q/A").
The Company's management has concluded that a material weakness remains in the
Company's internal control over financial reporting and that the Company's
disclosure controls and procedures were not effective. As a result of that
reassessment, we determined that our disclosure controls and procedures for such
periods were not effective with respect to the proper accounting and
classification of complex financial instruments. For more information, see Item
9A included in this Annual Report on Form 10-K/A. The restatement is more fully
described in Note 2 of the notes to the financial statements included herein.
Overview
We are a blank check company incorporated on October 7, 2020 as a Cayman Islands
exempted company for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with
one or more businesses or entities, which we refer to throughout this Amendment
No. 2 to the Annual Report on Form
10-K/A
as our initial business combination. We have generated no operating revenues to
date and we do not expect that we will generate operating revenues until we
consummate our initial business combination. Our Sponsor is Frazier Lifesciences
Sponsor LLC, a Cayman Islands exempted limited company.

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The registration statement for our Initial Public Offering was declared
effective on December 8, 2020. On December 11, 2020, we consummated the Initial
Public Offering of 13,800,000 units at $10.00 per unit, generating gross
proceeds of $138 million, and incurring offering costs of approximately
$8.11 million, inclusive of approximately $4.83 million in deferred underwriting
commissions. Each unit consists of one Class A ordinary share and
one-third
of one redeemable warrant. Each whole public warrant entitles the holder to
purchase one Class A ordinary share at a price of $11.50 per share, subject to
adjustment.
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement of 501,000 private placement units at a price of $10.00
per private placement unit to the sponsor, generating gross proceeds of
approximately $5.01 million. Each private placement unit is identical to the
public units sold in the Initial Public Offering, subject to certain limited
exceptions.
Upon the closing of the Initial Public Offering and private placement,
$138 million of the net proceeds of the Initial Public Offering and certain of
the proceeds of the private placement were placed in a trust account, located in
the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock
Transfer & Trust Company acting as trustee, and will only be invested in U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act, with a maturity of 180 days or less or in any open-ended
investment company that holds itself out as a money market fund selected by us
meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule
2a-7
of the Investment Company Act, as determined by us, until the earlier of:
(i) the completion of a business combination and (ii) the distribution of the
assets held in the trust account. Our management has broad discretion with
respect to the specific application of the net proceeds of the Initial Public
Offering and the private placement, although substantially all of the net
proceeds are intended to be applied toward consummating a business combination.
If we are unable to complete a business combination within 24 months from the
closing of the Initial Public Offering, or December 11, 2022, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten business days thereafter, redeem the
public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
trust account including interest earned on the funds held in the trust account
and not previously released to us to pay for our income taxes (less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding public shares, which redemption will completely extinguish public
shareholders' rights as shareholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, proceed to
commence a voluntary liquidation and thereby a formal dissolution of our
company, subject in each case to our obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law.
Liquidity and Capital Resources
As of December 31, 2020, we had approximately $1.4 million in cash and working
capital of approximately $1.6 million.
Our liquidity needs up to December 31, 2020 had been satisfied through a
contribution of $25,000 from our sponsor to cover for certain expenses on behalf
of us in exchange for the issuance of the founder shares, the loan of
approximately $83,000 pursuant to the note issued to our sponsor, and the
proceeds from the consummation of the private placement not held in the trust
account. We fully repaid the note to our sponsor on December 14, 2020. In
addition, in order to finance transaction costs in connection with a business
combination, our sponsor or an affiliate of our sponsor, or certain of our
officers and directors may, but are not obligated to, provide us working capital
loans. To date, there were no amounts outstanding under any working capital
loan.
Based on the foregoing, management believes that it will have sufficient working
capital and borrowing capacity to meet its needs through the earlier of the
consummation of a business combination or one year from this filing. Over this
time period, we will be using these funds for paying existing accounts payable,
identifying and evaluating prospective initial business combination candidates,
performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to merge with or acquire, and
structuring, negotiating and consummating the business combination.
Management continues to evaluate the impact of the
COVID-19
pandemic and has concluded that the specific impact is not readily determinable
as of the date of the financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Results of Operations
All activity up to December 31, 2020 was in preparation for our formation, the
Initial Public Offering and, since the closing of our Initial Public Offering, a
search for business combination candidates. We will not be generating any
operating revenues until the closing and completion of our business combination.

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For the period from October 7, 2020 (inception) through December 31, 2020, we
had net income of approximately $41,000 which consisted of approximately
$620,000 from changes in fair value of derivative warrant liabilities and
approximately $1,000 of income from our investments held in the trust account
partially offset by financing costs of approximately $ 451,000, approximately
$121,000 in general and administrative expenses and approximately $7,000 of
related party administrative fees, .
As a result of the restatement described in Note 2 of the notes to the financial
statements included herein, we classify the warrants issued in connection with
our Initial Public Offering and Private Placement as liabilities at their fair
value and adjust the warrant instruments to fair value at each reporting period.
These liabilities are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in our statement of operations. For the period from October 7, 2020
(inception) through December 31, 2020, the change in fair value of warrants was
a decrease of $619,710, resulting in an unrealized gain.
Offering Costs Associate with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs
incurred through the Initial Public Offer that were directly related to the
Initial Public Offering. Offering costs are allocated to the separable financial
instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with
warrant liabilities are expensed as incurred, presented as
non-operating
expenses in the statement of operations. Offering costs associated with the
Class A ordinary shares were charged to stockholders' equity upon the completion
of the Initial Public Offering.
Related Party Transactions
Founder Shares
On October 7, 2020, our sponsor paid $25,000 to cover certain expenses and
offering costs on our behalf in consideration of 2,875,000 Class B ordinary
shares, par value $0.0001 per share. Prior to the consummation of the Initial
Public Offering, our sponsor transferred 30,000 founder shares to each of our
directors other than the Chairman, as adjusted by the share
sub-division.
On December 8, 2020, we effected a share
sub-division,
resulting in there being an aggregate of 3,450,000 founder shares outstanding.
The founder shares will automatically convert into Class A ordinary shares at
the time of our initial business combination and are subject to certain transfer
restrictions. Our sponsor had agreed to forfeit up to 450,000 founder shares to
the extent that the over-allotment option was not exercised in full by the
underwriters. On December 10, 2020, the underwriters exercised the
over-allotment option in full; thus, these founder shares were no longer subject
to forfeiture.
The initial shareholders agreed, subject to limited exceptions, not to transfer,
assign or sell any of their founder shares until the earlier to occur of:
(A) one year after the completion of the initial business combination or
(B) subsequent to the initial business combination, (x) if the last sale price
of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted
for share splits, share dividends, reorganizations, recapitalizations and the
like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial business combination,
or (y) the date on which we complete a liquidation, merger, share exchange or
other similar transaction that results in all of our shareholders having the
right to exchange their ordinary shares for cash, securities or other property.
Private Placement Units
Concurrently with the closing of the Initial Public Offering, our sponsor
purchased 501,000 private placement units at a price of $10.00 per private
placement unit, generating proceeds of approximately $5.01 million in the
private placement.
The private placement units are substantially similar to the public units,
except for certain differences in the warrants included in the private placement
units. Unlike the public warrants, the private warrants, if held by the sponsor
or its permitted transferees, (i) may be exercised for cash or on a cashless
basis, (ii) are not subject to being called for redemption (except in certain
circumstances when the public warrants are called for redemption and a certain
price per Class A Ordinary Share threshold is met) and (iii) are subject to
certain limited exceptions including the Class A Ordinary Shares issuable upon
exercise of the private placement warrants, will be subject to transfer
restrictions until 30 days following the consummation of the initial business
combination. If the private placement warrants are held by holders other than
the sponsor or its permitted transferees, the private placement warrants will be
redeemable by us in all redemption scenarios and exercisable by holders on the
same basis as the public warrants. The private placement warrants have been
issued pursuant to the private placement units purchase agreement and the
private placement warrants are governed by the warrant agreement.
Our sponsor agreed, subject to limited exceptions, not to transfer, assign or
sell any of its private placement units until 30 days after the completion of
the initial business combination.

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Related Party Loans
On October 7, 2020, our sponsor agreed to loan us an aggregate of up to $300,000
to cover expenses related to the Initial Public Offering pursuant to a
promissory note (the "Note"). This loan was
non-interest
bearing and payable on the earlier of December 31, 2021 or the completion of the
Initial Public Offering. Our sponsor paid an aggregate of approximately $83,000
to cover for expenses on our behalf under the Note. On December 14, 2020, we
repaid the note in full.
In addition, in order to finance transaction costs in connection with a business
combination, our sponsor or an affiliate of our sponsor, or certain of our
officers and directors may, but are not obligated to, loan us funds as may be
required. If we complete a business combination, we would repay the working
capital loans out of the proceeds of the trust account released to us.
Otherwise, the working capital loans would be repaid only out of funds held
outside the trust account. In the event that a business combination is not
completed, we may use a portion of the proceeds held outside the trust account
to repay the working capital loans but no proceeds held in the trust account
would be used to repay the working capital loans. Except for the foregoing, the
terms of such working capital loans, if any, have not been determined and no
written agreements exist with respect to such loans. The working capital loans
would either be repaid upon consummation of a business combination, without
interest, or, at the lender's discretion, up to $1.5 million of such working
capital loans may be convertible into units of the post business combination
entity at a price of $10.00 per unit. The units would be identical to the
private placement units. To date, we had no outstanding borrowings under any
working capital loans under this arrangement.
Administrative Services Agreement
Commencing on the effective date of the Initial Public Offering in December 2020
through the earlier of our consummation of a business combination and our
liquidation, we agreed to pay our sponsor a total of $10,000 per month for
office space, utilities and secretarial and administrative support. We
recognized approximately $7,000 in expenses in connection with the
aforementioned arrangements with the related parties on the Statement of
Operations for the period from October 7, 2020 (inception) through December 31,
2020, respectively. There was approximately $7,000 included in accrued expenses
as of December 31, 2020.
Private Placement of Ordinary Shares
Our sponsor has indicated an interest to purchase up to an aggregate of
2,500,000 of our Class A ordinary shares (for $10.00 per share or $25 million in
the aggregate) in a private placement that would occur concurrently with the
consummation of our initial business combination. The capital from such private
placement would be used as part of the consideration to the sellers in our
initial business combination, and any excess capital from such private placement
would be used for working capital in the post-transaction company. However,
because indications of interest are not binding agreements or commitments to
purchase, our sponsor may determine not to purchase any such shares, or to
purchase fewer shares than it has indicated an interest in purchasing. We are
not under any obligation to sell any such shares. Such investment would be made
on terms and conditions determined at the time of the business combination.
Critical Accounting Policy
This management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which have been prepared in
accordance with U.S. GAAP. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses and the disclosure of contingent
assets and liabilities in our financial statements. On an ongoing basis, we
evaluate our estimates and judgments, including those related to fair value of
financial instruments and accrued expenses. We base our estimates on historical
experience, known trends and events and various other factors that we believe to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. We have identified the
following as our critical accounting policies:
Investments Held in the Trust Account
Our portfolio of investments held in the trust account is comprised of U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act, with a maturity of 185 days or less, or investments in
money market funds that invest in U.S. government securities, or a combination
thereof. The investments held in the trust account are classified as trading
securities, which are presented on the balance sheet at fair value at the end of
each reporting period. Gains and losses resulting from the change in fair value
of investments held in trust account are included in gain on marketable
securities, dividends and interest held in trust account in the statement of
operations. The estimated fair values of investments held in trust account are
determined using available market information, other than for investments in
open-ended money market funds with published daily net asset values ("NAV"), in
which case the company uses NAV as a practical expedient to fair value. The NAV
on these investments is typically held constant at $1.00 per unit.

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Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in
accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from
Equity." Shares of Class A ordinary shares subject to mandatory redemption (if
any) are classified as liability instruments and are measured at fair value.
Shares of conditionally redeemable Class A ordinary shares (including Class A
ordinary shares that feature redemption rights that are either within the
control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within our control) are classified as temporary equity. At all
other times, shares of Class A ordinary shares are classified as shareholders'
equity. Our Class A ordinary shares features certain redemption rights that are
considered to be outside of our control and subject to the occurrence of
uncertain future events. Accordingly, at December 31, 2020, 13,800,000 shares of
Class A ordinary shares subject to possible redemption are presented as
temporary equity, outside of the shareholders' equity section of the
accompanying unaudited balance sheet.
Under ASC 480-10-S99, the Company has elected to recognize changes in the
redemption value immediately as they occur and adjust the carrying value of the
security to equal the redemption value at the end of the reporting period. This
method would view the end of the reporting period as if it were also the
redemption date of the security. Immediately upon the closing of the Initial
Public Offering, we recognized the accretion from initial book value to
redemption amount. The change in the carrying value of redeemable shares of
Class A ordinary shares resulted in charges against additional paid-in capital
and accumulated deficit.
Net Income (Loss) Per Share
We have two classes of shares: Class A ordinary shares and Class B ordinary
shares. Income and losses are shared pro rata between the two classes of shares.
Net income (loss) per ordinary share is computed by dividing net income by the
weighted average number of ordinary shares outstanding during the period. We do
not consider the effect of the warrants sold in the Initial Public Offering and
private placement to purchase an aggregate of 4,767,000 shares of Class A
ordinary shares in the calculation of diluted earnings per share, since their
exercise is contingent upon future events and their inclusion would be
anti-dilutive under the treasury stock method. As a result, diluted net income
(loss) per share is the same as basic net income (loss) per share for the
period. Accretion associated with the Class A ordinary shares subject to
possible redemption is excluded from earnings per share as the redemption value
approximates fair value.
Derivative Warrant liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or
foreign currency risks. We evaluate all of our financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to ASC 480
and ASC
815-15.
The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is
re-assessed
at the end of each reporting period.
We issued 4,600,000 warrants to purchase Class A ordinary shares to investors in
our Initial Public Offering and issued 167,000 Private Placement Warrants. All
of our outstanding warrants are recognized as derivative liabilities in
accordance with ASC
815-40.
Accordingly, we recognize the warrant instruments as liabilities at fair value
and adjust the instruments to fair value at each reporting period. The
liabilities are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in our statement of operations. The fair value of warrants issued in
connection with the Initial Public Offering and Private Placement have been
measured at fair value using a Monte Carlo simulation model.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective,
accounting pronouncements, if currently adopted, would have a material impact on
our unaudited financial statements.
Off-Balance
Sheet Arrangements
As of December 31, 2020, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K
and did not have any commitments or contractual obligations.

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Contractual Obligations
Registration and Shareholder Rights
The holders of founder shares, private placement units and warrants that may be
issued upon conversion of working capital loans, if any, will be entitled to
registration rights (in the case of the founder shares, only after conversion of
such shares into Class A ordinary shares) pursuant to a registration and
shareholder rights agreement to be entered into upon consummation of the Initial
Public Offering. These holders will be entitled to certain demand and
"piggyback" registration and shareholder rights. However, the registration and
shareholder rights agreement provides that we will not permit any registration
statement filed under the Securities Act to become effective until the
termination of the applicable
lock-up
period for the securities to be registered. We will bear the expenses incurred
in connection with the filing of any such registration statements.
Underwriting Agreement
We granted the underwriters a
45-day
option from the date of the final prospectus relating to the Initial Public
Offering to purchase up to 1,800,000 additional units to cover over-allotments,
if any, at $10.00 per unit, less underwriting discounts and commissions. The
underwriters exercised this option in full on December 11, 2020.
The underwriters were entitled to underwriting discounts of $0.20 per unit, or
approximately $2.76 million in the aggregate, paid upon the closing of the
Initial Public Offering. An additional fee of $0.35 per unit, or approximately
$4.83 million in the aggregate will be payable to the underwriters for deferred
underwriting commissions. The deferred underwriting commissions will become
payable to the underwriters from the amounts held in the trust account solely in
the event that we complete a business combination, subject to the terms of the
underwriting agreement.
JOBS Act
On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the "JOBS
Act") was signed into law. The JOBS Act contains provisions that, among other
things, relax certain reporting requirements for qualifying public companies. We
will qualify as an "emerging growth company" and under the JOBS Act will be
allowed to comply with new or revised accounting pronouncements based on the
effective date for private (not publicly traded) companies. We are electing to
delay the adoption of new or revised accounting standards, and as a result, we
may not comply with new or revised accounting standards on the relevant dates on
which adoption of such standards is required for
non-emerging
growth companies. As such, our financial statements may not be comparable to
companies that comply with public company effective dates.
Item 7A Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule
12b-2
of the Exchange Act and are not required to provide the information otherwise
required under this item.
Item 8 Financial Statements and Supplementary Data
This information appears following Item 16 of this Amendment No. 2 to the Annual
Report on Form
10-K/A
and is incorporated herein by reference.
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
None.
Item 9A Controls and Procedures
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 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
company reports filed or submitted under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.

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As of December 31, 2020, 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 (as defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act) were not effective as of December 31, 2020 because of 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 certain complex financial instruments issued by us was not
effectively designed or maintained. In light of this material weakness, we
performed additional analysis 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 Amendment No. 2 to the Annual Report on Form
10-K/A
present fairly in all material respects our financial position, results of
operations and cash flows for the period presented.
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
independent registered public accounting firm due to a transition period
established by rules of the SEC for newly public companies.
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, as the circumstances that led to the restatement of
our financial statements described in this Amendment No. 2 to the Annual Report
on Form
10-K/A
had not yet been identified.
Our internal control over financial reporting did not result in the proper
classification of our warrants. Since issuance on November 20, 2020, our
warrants were accounted for as equity within our balance sheet. On April 12,
2021, the SEC Staff issued the SEC Staff Statement in which the SEC Staff
expressed its view that certain terms and conditions common to SPAC warrants may
require the warrants to be classified as liabilities on the SPAC's balance sheet
as opposed to equity. After discussion and evaluation, taking into consideration
the SEC Staff Statement, including with our independent auditors, we have
concluded that our Warrants should be presented as liabilities with subsequent
fair value remeasurement, as previously restated in our Amendment No. 1 to the
Annual Report on Form 10-K as filed with the SEC on May 24, 2021. In addition,
our management has concluded that our control around the interpretation and
accounting for certain complex features of the Class A ordinary shares issued by
the Company was not effectively designed or maintained resulting in the
misclassification of Class A ordinary shares as permanent equity instead of
temporary equity and changes to the Company's net income (loss) per share
calculations that have been restated within this Form 10-K/A filing.
The Chief Executive Officer and Chief Financial Officer performed additional
accounting and financial analyses and other post-closing procedures including
consulting with subject matter experts related to the accounting for certain
complex features of the Class A ordinary shares and warrants. The Company's
management has expended, and will continue to expend, a substantial amount of
effort and resources for the remediation and improvement of our internal control
over financial reporting. While we have processes to properly identify and
evaluate the appropriate accounting technical pronouncements and other
literature for all significant or unusual transactions, we have expanded and
will continue to improve these processes to ensure that the nuances of such
transactions are effectively evaluated in the context of the increasingly
complex accounting standards. 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.

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