References to the "Company," "Frazier Lifesciences Acquisition Corporation ," "our," "us" or "we" refer toFrazier 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. 52 -------------------------------------------------------------------------------- Table of Contents 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 otherSEC 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 theSEC . 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 ofFrazier Lifesciences Acquisition Corporation (the "Company") for the fiscal year endedDecember 31, 2020 ("Amendment No. 2"), we are restating our audited financial statements as ofDecember 31, 2020 , and for the period fromOctober 7, 2020 (inception) throughDecember 31, 2020 and the audited balance sheet issued in connection with our Initial Public Offering onDecember 11, 2020 . In preparation of our financial statements as of and for quarterly period endedSeptember 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 theSEC 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 endedSeptember 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 revisedSeptember 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 ofDecember 11, 2020 (the "Post IPO Balance Sheet"), as previously restated in First Amended Filing, (ii) audited financial statements for the period endedDecember 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 endedMarch 31, 2021 , filed with theSEC onMay 24, 2021 and reported as revised in the Company's Quarterly Report on Form 10-Q for the quarterly period endedSeptember 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 endedJune 30, 2021 , filed with theSEC onAugust 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 endedDecember 31, 2020 included in the First Amended Filing. The unaudited condensed financial statements for the periods endedMarch 31, 2021 andJune 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 endedSeptember 30, 2021 , to be filed with theSEC (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 onOctober 7, 2020 as aCayman 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 isFrazier Lifesciences Sponsor LLC , aCayman Islands exempted limited company. 53 -------------------------------------------------------------------------------- Table of Contents The registration statement for our Initial Public Offering was declared effective onDecember 8, 2020 . OnDecember 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 inthe United States atJ.P. Morgan Chase Bank, N.A ., withContinental Stock Transfer & Trust Company acting as trustee, and will only be invested inU.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, orDecember 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 underCayman Islands law to provide for claims of creditors and the requirements of other applicable law. Liquidity and Capital Resources As ofDecember 31, 2020 , we had approximately$1.4 million in cash and working capital of approximately$1.6 million . Our liquidity needs up toDecember 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 onDecember 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 toDecember 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. 54 -------------------------------------------------------------------------------- Table of Contents For the period fromOctober 7, 2020 (inception) throughDecember 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 fromOctober 7, 2020 (inception) throughDecember 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 OnOctober 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. OnDecember 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. OnDecember 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. 55 -------------------------------------------------------------------------------- Table of Contents Related Party Loans OnOctober 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 ofDecember 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. OnDecember 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 inDecember 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 fromOctober 7, 2020 (inception) throughDecember 31, 2020 , respectively. There was approximately$7,000 included in accrued expenses as ofDecember 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 withU.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 ofU.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 inU.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. 56 -------------------------------------------------------------------------------- Table of Contents 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, atDecember 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 ofDecember 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. 57 -------------------------------------------------------------------------------- Table of Contents 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 onDecember 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 OnApril 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 theSEC'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. 58 -------------------------------------------------------------------------------- Table of Contents As ofDecember 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 ofDecember 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 withU.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 theSEC 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 onNovember 20, 2020 , our warrants were accounted for as equity within our balance sheet. OnApril 12, 2021 , theSEC Staff issued theSEC Staff Statement in which theSEC 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 theSEC 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 theSEC onMay 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. 59
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