VPC IMPACT ACQUISITION HOLDINGS II Discussion and analysis by management of the financial position and operating results (Form 10-Q / A)

References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to VPC Impact Acquisition Holdings II. References to our
"management" or our "management team" refer to our officers and directors, and
references to the "Sponsor" refer to VPC Impact Acquisition Holdings Sponsor II,
LLC. 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 Quarterly Report.
Certain information contained in the discussion and analysis set forth below
includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act
that are not historical facts and involve risks and uncertainties that could
cause actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this
Form10-Qincluding, without limitation, statements in this "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
regarding the completion of the Proposed Business Combination (as defined
below), the Company's financial position, business strategy and the plans and
objectives of management for future operations, are forward-looking statements.
Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek"
and variations and similar words and expressions are intended to identify such
forward-looking statements. Such forward-looking statements relate to future
events or future performance, but reflect management's current beliefs, based on
information currently available. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and
results discussed in the forward-looking statements, including that the
conditions of the Proposed Business Combination are not satisfied. For
information identifying important factors that could cause actual results to
differ materially from those anticipated in the forward-looking statements,
please refer to the Risk Factors section of the Company's final prospectus for
its Initial Public Offering filed with the U.S. Securities and Exchange
Commission (the "SEC"). The Company's securities filings can be accessed on the
EDGAR section of the SEC's website at www.sec.gov. Except as expressly required
by applicable securities law, the Company disclaims any intention or obligation
to update or revise any forward-looking statements whether as a result of new
information, future events or otherwise.
This Management's Discussion and Analysis of Financial Condition and Results of
Operations has been amended and restated to give effect to the restatement of
our financial statements as of March 31, 2021 and June 30, 2021. Management
identified misstatements made in its historical financial statements where, at
the closing of our Initial Public Offering, we improperly classified our Class A
ordinary shares subject to possible redemption. We previously determined the
Class A ordinary shares subject to possible redemption to be equal to the
redemption value of $10.00 per Class A ordinary share while also taking into
consideration a redemption cannot result in net tangible assets being less than
$5,000,001. Management determined that the Class A ordinary shares issued during
the Initial Public Offering can be redeemed or become redeemable subject to the
occurrence of future events considered outside of the Company's control.
Therefore, management concluded that the redemption value should include all
Class A ordinary shares subject to possible redemption, resulting in the Class A
ordinary shares subject to possible redemption being equal to their redemption
value. As a result, management has noted a reclassification error related to
temporary equity and permanent equity. This resulted in a restatement to the
initial carrying value of the Class A ordinary shares subject to possible
redemption with the offset recorded to additional
paid-in
capital (to the extent available), accumulated deficit and Class A ordinary
shares.
Overview
We are a blank check company incorporated in the Cayman Islands on January 13,
2021 formed 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. We intend to effectuate our Business
Combination using cash derived from the proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants, our shares, debt or a
combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete a Business
Combination will be successful.
Business Combination Agreement
On August 2, 2021, the Company entered into a Business Combination Agreement
(the "Business Combination Agreement"), by and among, the Company, AG1 Holdings,
Ltd., an exempted company incorporated in the Cayman Islands with limited
liability ("Holdco"), AG2 Holdings, Ltd., an exempted company incorporated in
the Cayman Islands with limited liability ("Merger Sub"), FinAccel Pte. Ltd., a
Singapore private company limited by shares (the "Target Company"), each
shareholder of the Target Company as set forth on Schedule 1 of the Business
Combination Agreement (the "Target Company Shareholders"), and Akshay Garg in
his capacity as "Shareholders Representative", pursuant to which, among other
things: (i) on the business day prior to the consummation of the acquisition by
Holdco of the Target Company contemplated in the Business Combination Agreement
(such consummation, the "Closing"), Merger Sub will merge with and into the
Company, with Merger Sub continuing as the "Surviving VIH Company" (the "VIH
Merger", with the effective time of such merger, the "VIH Merger Effective
Time"), as a result of which, (a) the Surviving VIH Company will become a
wholly-owned subsidiary of Holdco and (b) immediately after the VIH Share
Recapitalization (as defined below), each Class A ordinary share of the Company,
par value $0.0001 per share (the "VIH Class A Ordinary Shares") issued and
outstanding and Class B ordinary shares of the Company, par value $0.0001 per
share ("VIH Class B Ordinary Shares", and together with the VIH Class A Ordinary
Shares, the "VIH Ordinary Shares") immediately prior to the VIH Merger Effective
Time shall no longer be outstanding as of the VIH Merger Effective Time and
shall automatically be cancelled and cease to exist in exchange for one Class A
ordinary share of Holdco ("Holdco Class A Ordinary Share") (in the form of one
American Depository Share representing a Holdco Class A Ordinary Share, each a
"Holdco Class A ADS") and each outstanding warrant to purchase VIH Ordinary
Shares will become exercisable for Holdco Class A Ordinary Shares (in the form
of Holdco Class A ADSs) on identical terms,

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Table of Contents and (ii) at the Closing, among others, (x) Holdco will acquire all of the issued and outstanding common shares of the Target company (the “common shares of the target company”) and the issued and outstanding preferred shares of the Target company (the “Target Company Preference Shares”) of the shareholders of the target company in exchange for the Class A ordinary shares of Holdco (in the form of Class A ADS of Holdco) or the Class V ordinary shares of Holdco (“Holdco Class V Common Shares”, and together with the Class A Holdco Common Shares, the “Holdco Common Shares”) (in the form of an American Depository Share representing one Class V Holdco Common Share, each being a “Holdco Class Share V ANNOUNCEMENTS“, and in conjunction with the Class A Holdco ADSs, the” Holdco ADS “), as applicable, (b) each option to acquire common shares of the target company granted under the stock option program of the FinAccel employees (the “Target Company Options”) and each warranted warrant (as defined below) will be converted into a right to receive an option or warrant to purchase Class A common shares of Holdco (in the form of Class A ADS of Holdco), respectively, and (c) each target company The convertible note (as defined below) which is then outstanding and not converted into common stock of the target company , will be canceled and extinguished and, in exchange, converted into the right to receive Class A common shares of Holdco (in the form of Class A ADS of Holdco), in each case, in accordance with the terms and conditions set out in ‘Business combination agreement. The actions contemplated by the Business Combination Agreement (the “Transactions”), including the HIV merger, will constitute a “Regrouping Business Combination Agreement” as contemplated by the memorandum and the current amended and updated articles of association. Society Day (the “Current HIV Acts”).

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The Business Combination Agreement and the Transactions were unanimously
approved by the board of directors of VIH (the "Board") on July 29, 2021.
VIH Merger
At the VIH Merger Effective Time, Merger Sub and the Company shall consummate
the VIH Merger, pursuant to which the Company shall be merged with and into
Merger Sub, following which the separate corporate existence of the Company
shall cease and Merger Sub shall continue as the surviving company (the
"Surviving VIH Company").
At the VIH Merger Effective Time, every issued and outstanding unit of the
Company (consisting of one VIH Class A Ordinary Share
and one-fourth of
a VIH Public Warrant, as defined below, the "VIH Units"), to the extent not
detached, shall be automatically detached and the holder thereof shall be deemed
to hold one VIH Class A Ordinary Share
and one-fourth of
a warrant of the Company.
At the VIH Merger Effective Time, every issued VIH Class B Ordinary Share will
convert into one VIH Class A Ordinary Share on a
one-for-one
basis (the "VIH Share Recapitalization") and, immediately thereafter every
issued VIH Class A Ordinary Share (other than those owned by the Company as
treasury shares, which shall be canceled and extinguished without any conversion
thereof or payment therefor) shall automatically be cancelled and cease to exist
in exchange for one Holdco Class A Ordinary Share (in the form of one Holdco
Class A ADS).
At the VIH Merger Effective Time, in accordance with the terms of the Warrant
Agreement dated March 4, 2021 by and between the Company and Continental Stock
Transfer & Trust Company, as warrant agent (the "Warrant Agreement"), each
issued and outstanding whole warrant of the Company (consisting of either one
public warrant entitling the holder to purchase one VIH Class A Ordinary Share
per warrant at a price of $11.50 per VIH Class A Ordinary Share (a "VIH Public
Warrant"), or a private placement warrant entitling the holder to purchase one
VIH Class A Ordinary Share per warrant at a price of $11.50 per VIH Class A
Ordinary Share (a "VIH Private Warrant"), collectively the "VIH Warrants") will
become exercisable for the right to receive one Holdco Class A Ordinary Share
(in the form of Holdco Class A ADS(s)) at the same exercise price per share and
on the same terms in effect immediately prior to the VIH Merger Effective Time,
and the rights and obligations of the Company under the Warrant Agreement will
be assigned and assumed by Holdco.
At the VIH Merger Effective Time, by virtue of the VIH Merger and without any
action on the part of any party hereto or the holders of any shares of the
Company, Holdco or Merger Sub, all of the ordinary shares of Merger Sub in issue
immediately prior to the VIH Merger Effective Time, each of US$0.00001 par value
in the share capital of Merger Sub, shall be converted into an equal number of
ordinary shares of the Surviving VIH Company, each of US$0.00001 par value in
the share capital of the Surviving VIH Company, with the same rights, powers and
privileges as the shares so converted and shall constitute the only issued share
capital of the Surviving VIH Company.
Target Company Shareholder Consideration
Pursuant to the Business Combination Agreement, the Target Company Shareholders,
will receive aggregate merger consideration with an implied value of
$2,000,000,000 (the "Equity Value"), consisting of a number of shares of Holdco
Class A Ordinary Shares or Holdco Class V Ordinary Shares (in the form of Holdco
Class A ADSs or Holdco Class V ADSs, respectively), equal to the Equity Value
divided by $10.00 (the "Aggregate Share Consideration").
Pursuant to the Business Combination Agreement, at the VIH Merger Effective
Time, (a) Target Company Ordinary Shares held by the Target Company Shareholders
will be cancelled and automatically converted into the right to receive, in the
case of the Shareholders other than Akshay Garg and Umang Rustagi, a number of
newly issued Holdco Class A Ordinary Shares (in the form of Holdco Class A ADSs)
or, in the case of Akshay Garg and Umang Rustagi (the "Founders"), Holdco
Class V Ordinary Shares (in the form of Holdco Class V ADSs), each with a par
value of $0.00001, equal to an exchange ratio (the "Exchange Ratio") determined
by dividing the Aggregate Share Consideration by the sum of (without
duplication): (a) the total number of outstanding Target Company Ordinary
Shares, (b) the total number of Target Company Ordinary Shares convertible from
all of the outstanding Target Company Preference Shares, (c) the total number of
Target Company Ordinary Shares subject to issuance pursuant to a Target Company
Option, or portion thereof, to the extent such Target Company Option (or
applicable portion thereof) is vested and outstanding as of immediately prior to
the Closing or would vest upon or immediately following the Closing (the "Vested
Target Company Options"), (d) the maximum number of Target Company Ordinary
Shares subject to issuance pursuant to the (i) the Warrant by and between the
Target Company and Partners for Growth V, L.P., dated August 12, 2019 and
(ii) the Warrant by and between the Target Company and Partners for Growth V,
L.P., dated May 12, 2021 (collectively, the "PFG Warrants"), (e) the maximum
number of Target Company Ordinary Shares subject to issuance pursuant to the
Warrant to Purchase Ordinary Shares of FinAccel Pte. Ltd. by and between the
Target Company and Victory Park Capital Advisors, LLC, dated July 10, 2020 (the
"VPC Warrant"), and (f) the maximum number of Target Company Ordinary Shares or
Target Company Ordinary Shares issuable upon conversion of Target Company
Preference Shares, in each case subject to issuance pursuant to outstanding
Target Company Convertible Notes, in each case of the foregoing items
(a) through (f), as of immediately prior to the Closing.
As of the Closing, each Target Company Option that is then outstanding shall be
converted into the right to receive an option relating to Holdco Class A
Ordinary Shares (in the form of Holdco Class A ADSs) on the same terms and
conditions as are in effect with respect to such Target Company Option
immediately prior to the Closing (including with respect to vesting, release,
and forfeiture or termination provisions) (each, a "Holdco Option") except that
(i) such Holdco Option shall relate to such number of Holdco Class A Ordinary
Shares (in the form of Holdco Class A ADSs, rounded down to the nearest whole
Holdco Class A Ordinary Share) as is equal to the product of (A) the number of
Target Company Ordinary Shares subject to such Target Company Option multiplied
by (B) the Exchange Ratio, and (ii) the exercise price per share for each such
Holdco Option shall be equal to the quotient of (A) the exercise price per share
of such Target Company Option in effect immediately prior to the Closing divided
by (B) the Exchange Ratio (the exercise price per share, as so determined, being
rounded up to the nearest full cent).

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Table of Contents Each of the PFG Warrants and the VPC Warrants (collectively, the “Target Company Warrants”), to the extent that they remain outstanding and not exercised immediately prior to the inception time. Merger Effect HIV (each, a “deemed warrant”), must be converted into a warrant to purchase Class A common shares of Holdco (in the form of Class A ADS of Holdco) under the same terms and conditions as those in effect immediately before the effective time of the HIV Merger (the “Successor Warrant”), except that (a) each warrant supported authorizes its holder to purchase a number of Class A ordinary shares of Holdco (in the form of Class A ADS of Holdco) equal to the product of (i) the number of ordinary shares of the target company subject to this deemed warrant immediately before the effective time of the merger V IH multiplied by (ii) the exchange ratio and (b) each deemed warrant will have an exercise price per share (which will be rounded to the nearest whole hundred) equal to the quotient of (i) the price of exercise per share of this warranted warrant immediately before the effective time of the HIV merger divided by (ii) the exchange ratio.

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As of the Closing, each note issued by the Target Company that is convertible
into Target Company Ordinary Shares or Target Company Preference Shares (the
"Target Company Convertible Notes") that is then outstanding and not converted
into Target Company Ordinary Shares, shall be cancelled and extinguished and in
exchange therefor, converted into the right to receive with respect to such
Target Company Convertible Note, Holdco Class A Ordinary Shares (in the form of
Holdco Class A ADSs, rounded down to the nearest whole Holdco Class A Ordinary
Shares) equal to the product of (i) the number of Target Company Ordinary Shares
that such Target Company Convertible Notes were convertible into immediately
prior to the Closing based on the principal amount and any accrued and unpaid
interest outstanding on such Target Company Convertible Note multiplied by
(ii) the Exchange Ratio.
High Vote Shares
Pursuant to the Business Combination Agreement, immediately prior to the
Closing, the Current Holdco Articles will be further amended and restated (the
"A&R Holdco Articles") to, among other things, (a) establish a dual-class Holdco
Ordinary Shares structure consisting of Holdco Class A Ordinary Shares and
Holdco Class V Ordinary Shares, and (b) provide that each Holdco Class A
Ordinary Share will be entitled to one (1) vote per share and each Holdco
Class V Ordinary Share will be entitled to ten (10) votes per share (the "High
Vote"). In connection with the Transactions, the VIH Ordinary Shares received as
consideration by the Founders will be Holdco Class V Ordinary Shares, and will
entitle the Founders to the High Vote until such time as such Holdco Class V
Ordinary Shares are exchanged pursuant to the terms of the A&R Holdco Articles
for an equal number of Holdco Class A Ordinary Shares (i) at the option of the
holder, (ii) upon a transfer to an unaffiliated third party, (iii) upon the
conversion of any Class V Ordinary Share by Holdco in any manner available under
applicable law, including redeeming or repurchasing the relevant Class V Shares
and applying the proceeds thereof towards payment for the new Holdco Class A
Ordinary Shares, (iv) upon a Founder's death or incapacity or (v) the date that
the number of shares of Holdco, including any shares of Holdco underlying any
securities (including restricted stock units, options, or other convertible
instruments) convertible into or exchangeable or exercisable into shares of
Holdco, held by a Founder and certain permitted transferees is less than 50% of
the number of shares of Class V Ordinary Shares held by such Founder and such
permitted transferees at the Closing (whichever is earlier with respect to such
Holdco Class V Ordinary Shares). The Holdco Class V Ordinary Shares will provide
the Founders with approximately 70.5% of the voting power of the Holdco Ordinary
Shares outstanding immediately following the Closing, assuming no redemptions by
the Company's shareholders.
The parties to the Business Combination Agreement have made customary
representations, warranties and covenants in the Business Combination Agreement,
including, among others, covenants with respect to the conduct of the Target
Company, its subsidiaries, Holdco Merger Sub, and the Company prior to the
Closing. The Closing is subject to certain customary conditions.
Results of Operations
We have neither engaged in any operations (other than searching for a Business
Combination after our Initial Public Offering) nor generated any revenues to
date. Our only activities through September 30, 2021 were organizational
activities, those necessary to prepare for the Initial Public Offering,
described below, and, after the Initial Public Offering, identifying a target
company for a Business Combination. We do not expect to generate any operating
revenues until after the completion of our Business Combination. We generate
non-operating
income in the form of interest income on marketable securities held in the Trust
Account. We incur expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses in connection with completing a Business Combination.
For the three months ended September 30, 2021, we had net loss of $1,654,071,
which consists of the change in fair value of warrant liability of $298,788 and
formation and operating costs of $1,358,575, offset by interest income on
marketable securities held in the Trust Account of $3,292.
For the period from January 13, 2021 (inception) through September 30, 2021, we
had a net loss of $2,634,651 which consists of transaction costs incurred in
connection with warrant liability of $609,973 and formation and operating costs
of $3,358,552, offset by change in fair value of warrant liability of $1,317,580
and interest earned on marketable securities held in Trust Account of $16,294.
Liquidity and Capital Resources
On March 9, 2021 the Company consummated the Initial Public Offering of
25,578,466 units (the "Units") which includes the partial exercise by the
underwriters of their over-allotment option in the amount of 3,078,466 Units, at
$10.00 per Unit, generating gross proceeds of $255,784,660. Simultaneously with
the closing of the Initial Public Offering, the Company consummated the sale of
5,127,129 warrants (the "Private Placement Warrants") at a price of $1.50 per
Private Placement Warrant in a private placement to VPC Impact Acquisition
Holdings Sponsor II, LLC (the "Sponsor"), generating gross proceeds of
$7,690,693.
Transaction costs amounted to $14,564,011, consisting of $5,115,693 of
underwriting fees, $8,952,463 of deferred underwriting fees and $495,855 of
other offering costs.
For the period from January 13, 2021 (inception) through September 30, 2021,
cash used in operating activities was $1,525,679. Net loss of $2,634,651 was
affected by interest earned on marketable securities held in the Trust Account
of $16,294, changes in fair value of warrant liability of $1,317,580,
transaction costs incurred in connection with warrant liability of $609,973, and
formation cost paid by Sponsor in exchange for issuance of founder shares of
$5,000. Changes in operating assets and liabilities provided $1,827,873 of cash
for operating activities.
As of September 30, 2021, we had marketable securities held in the Trust Account
of $255,800,954 consisting of U.S. Treasury Bills with a maturity of 185 days or
less. We may withdraw interest from the Trust Account to pay taxes, if any. We
intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account (less
income taxes payable), to complete our Business Combination. To the extent that
our share capital or debt is used, in whole or in part, as consideration to
complete our Business Combination, the remaining proceeds held in the Trust
Account will be used as working capital to finance the operations of the target
business or businesses, make other acquisitions and pursue our growth
strategies.

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We intend to use the funds held outside the Trust Account primarily to identify
and evaluate target businesses, perform business due diligence on prospective
target businesses, travel to and from the offices, plants or similar locations
of prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses,
and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, the 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 such loaned amounts. In the event that a Business Combination does
not close, we may use a portion of the working capital held outside the Trust
Account to repay such loaned amounts but no proceeds from our Trust Account
would be used for such repayment. Up to $1,500,000 of such loans may be
convertible into Private Placement Warrants of the post Business Combination
entity at a price of $1.50 per warrant at the option of the lender. Such
warrants would be identical to the Private Placement Warrants.
Based on the foregoing, management believes that the Company will have
sufficient working capital and borrowing capacity from the sponsor or an
affiliate of the Sponsor, or certain of the Company's officers and directors to
meet its needs through the earlier of the consummation of a Business Combination
or one year from this filing. Over this time period, the Company 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.
Off-Balance
Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance
sheet arrangements as of September 30, 2021. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating
off-balance
sheet arrangements. We have not entered into any
off-balance
sheet financing arrangements, established any special purpose entities,
guaranteed any debt or commitments of other entities, or purchased any
non-financial
assets.
Contractual Obligations
The Company entered into an agreement, commencing on March 4, 2021, to pay the
Sponsor up to $10,000 per month for office space, utilities, secretarial and
administrative support services. Upon completion of a Business Combination or
its liquidation, the Company will cease paying these monthly fees. For the three
months ended and for the period from January 13, 2021 (Inception) through
September 30, 2021, the Company incurred and accrued $30,000 and $40,000 in fees
for these services, respectively.
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,952,463
in the aggregate. The deferred fee will become payable to the underwriters from
the amounts held in the Trust Account solely in the event that the Company
completes a Business Combination, subject to the terms of the underwriting
agreement.
Subscription Agreement
Concurrently with entering into the Business Combination Agreement, Holdco has
entered into subscription agreements with certain investors (the "PIPE
Investors") (the "Subscription Agreements"), pursuant to which such investors
would subscribe for Holdco Class A Ordinary Shares (in the form of Holdco
Class A ADSs) in a private placement for $10.00 per share substantially
concurrently at the Closing for an aggregate purchase price of $120 million. The
proceeds from the private placement will be used for general working capital
purposes following the Closing.
Each Subscription Agreement will terminate upon the earlier to occur of (a) the
termination of the Business Combination Agreement in accordance with its terms,
(b) the mutual written agreement of the parties to such Subscription Agreement
(c) if the specified conditions to closing of such Subscription Agreement are
not satisfied or waived prior to Closing, and (d) August 2, 2022, if the Closing
has not occurred by such date.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:
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 share purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to ASC 480
and ASC 815. We account for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in Financial Accounting
Standards Board ("FASB") Accounting Standards Codification ("ASC") 480,
Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and
Hedging ("ASC 815"). The assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the warrants meet all of the
requirements for equity classification under ASC 815, including whether the
warrants are indexed to our own ordinary shares, among other conditions for
equity classification. This assessment, which requires the use of professional
judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding.

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Table of Contents Class A common shares eligible for redemption We account for our Class A common shares subject to redemption in accordance with the guidelines of the Accounting Standards Codification (“ASC”) Topic 480 “Distinguish between liabilities and equity” . Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Common shares with conditional redemption (including ordinary shares with redemption rights which are either under the control of the holder or subject to

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redemption upon the occurrence of uncertain events not solely within our
control) are classified as temporary equity. At all other times, ordinary shares
are classified as shareholders' equity. Our ordinary shares feature certain
redemption rights that are considered to be outside of our control and subject
to occurrence of uncertain future events. Accordingly, ordinary shares subject
to possible redemption are presented at redemption value as temporary equity,
outside of the shareholders' equity section of our condensed balance sheets.
Net Income (loss) Per Ordinary Share
Net loss per ordinary share is computed by dividing net loss by the weighted
average number of ordinary shares outstanding during the period. We apply the
two-class
method in calculating earnings per share. Accretion associated with the
redeemable shares of Class A ordinary shares is excluded from earnings per share
as the redemption value approximates fair value.
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU")
2020-06,
Debt - Debt with Conversion and Other Options
(Subtopic 470-20)
and Derivatives and Hedging - Contracts in Entity's Own Equity
(Subtopic 815-40)
("ASU 2020-06")
to simplify accounting for certain financial instruments
ASU 2020-06
eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments and simplifies the
derivative scope exception guidance pertaining to equity classification of
contracts in an entity's own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed
to and settled in an entity's own equity.
ASU 2020-06
amends the diluted earnings per share guidance, including the requirement to use
the
if-converted
method for all convertible instruments.
ASU 2020-06
is effective January 1, 2022 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021.
We are currently assessing the impact, if any, that
ASU 2020-06
would have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet
effective, account standard updates, if currently adopted, would have a material
effect on the accompanying unaudited condensed consolidated financial
statements.
Management does not believe that any other recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on our condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of
ensuring that information required to be disclosed in our reports filed under
the Exchange Act is recorded, processed, summarized, and reported within the
time period specified in the SEC's rules and forms. Disclosure controls are also
designed with the objective of ensuring that such information is accumulated and
communicated to our management, including the chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure.
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 as of September 30, 2021. 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, due solely to the material weakness
in our internal control over financial reporting related to the Company's
accounting for complex financial instruments. As a result, 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
Amended Form
10-Q
present fairly in all material respects our financial position, results of
operations and cash flows for the period presented.
Management has implemented remediation steps to improve our internal control
over financial reporting. Specifically, we expanded and improved our review
process for complex financial instruments. We plan to further improve this
process by enhancing access to accounting literature, identification of
third-party professionals with whom to consult regarding complex accounting
applications and consideration of additional staff with the requisite experience
and training to supplement existing accounting professionals.
Changes in Internal Control over Financial Reporting
The Company has made changes in its internal control over financial reporting to
enhance 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 condensed consolidated financial
statements, including 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 Company can offer no assurance that these changes will
ultimately have the intended effects.

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