References to the "Company," "our," "us" or "we" refer to Burgundy Technology 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 report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. In this Amendment No. 1 to the Annual Report on Form 10-K of the Company for the period ended December 31, 2020, we are restating our audited financial statements as of December 31, 2020, and for the period from June 4, 2020 (inception) to December 31, 2020 and our unaudited interim financial statements as of September 30, 2020, and for the three months ended and for the period from June 4, 2020 (inception) through September 30, 2020.


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On April 12, 2021, the SEC Staff issued the SEC Staff Statement. In the SEC
Staff Statement, 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. Since issuance on
August 31, 2020, our warrants were accounted for as equity within our balance
sheet, and after discussion and evaluation, including with our independent
registered public accounting firm and our audit committee, and taking into
consideration the SEC Staff Statement, we have concluded that our warrants
should be presented as liabilities with subsequent fair value remeasurement.
As a result of the foregoing, on May 14, 2021, the Audit Committee of the
Company, in consultation with its management, concluded that its previously
issued financial statements for the periods beginning with the period from
June 4, 2020 (inception) through December 31, 2020, and our unaudited interim
financial statements as of, and for the quarterly periods ended, September 30,
2020 should be restated because of a misapplication in the guidance around
accounting for the Warrants and should no longer be relied upon.
Historically, the Warrants were reflected as a component of equity as opposed to
liabilities on the balance sheets and the statements of operations did not
include the subsequent non-cash changes in estimated fair value of the Warrants,
based on our application of FASB ASC Topic 815-40. The views expressed in the
SEC Staff Statement were not consistent with the Company's historical
interpretation of the specific provisions within its warrant agreements and the
Company's application of ASC 815-40 to the warrant agreements. We reassessed our
accounting for Warrants issued on August 31, 2020, in light of the SEC Staff's
published views. Based on this reassessment, we determined that the Warrants
should be classified as liabilities measured at fair value upon issuance, with
subsequent changes in fair value reported in our Statement of Operations each
reporting period.
Our accounting for the Warrants as components of equity instead of as derivative
liabilities did not have any effect on our previously reported revenue,
operating expenses, operating income, cash flows or cash.
In connection with the restatement, our management reassessed the effectiveness
of our disclosure controls and procedures for the periods affected by the
restatement. As a result of that reassessment, we determined that our disclosure
controls and procedures for such periods were not effective with respect to the
classification of the Company's warrants as components of equity instead of as
derivative liabilities. For more information, see "Part II, Item 9A. Controls
and Procedures" included in this Annual Report on Form 10-K.
We have not amended our previously filed Quarterly Report on Form 10-Q or
Current Reports on Form 8-K for the period affected by the restatement. The
financial information that has been previously filed or otherwise reported for
these periods is superseded by the information in this Amendment No. 1, and the
financial statements and related financial information contained in such
previously filed reports should no longer be relied upon.
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 June 4, 2020 as a Cayman Islands
exempted company for the purpose of effecting our initial business combination.
The registration statement for our initial public offering was declared
effective on August 26, 2020. On August 31, 2020, we consummated our Initial
Public Offering of 30,000,000, at $10.00 per Unit, generating gross proceeds of
$300.0 million. The underwriters exercised the over-allotment option in full and
on September 18, 2020 purchased an additional 4,500,000 over-allotment units,
generating additional gross proceeds of $45.0 million. We incurred offering
costs of approximately $19.6 million, including approximately $12.1 million in
deferred underwriting fees.
Simultaneously with the closing of the initial public offering, we consummated
the private placement of 950,000 private placement units, at a price of $10.00
per private placement unit, generating total gross

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proceeds of $9.5 million. We consummated the second closing of the private
placement simultaneously with the closing of the over-allotment on September 18,
2020 for an additional 112,500 Private Placement Units to our sponsor,
generating gross proceeds to us of approximately $1.1 million.
Upon the closing of the initial public offering, the over-allotment and the
private placement, approximately $346.7 million ($10.05 per Unit) of the net
proceeds of the initial public offering and certain of the proceeds of the
private placement was placed in the trust account, located in the United States
with Continental Stock Transfer & Trust Company acting as trustee, and was
invested only in U.S. government securities within the meaning of
Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or
less or in money market funds investing solely in United States Treasuries and
meeting certain conditions under Rule 2a-7 under the Investment Company Act,
until the earlier of: (i) the completion of our initial business combination or
(ii) the distribution of the trust account as described below.
Our management has broad discretion with respect to the specific application of
the net proceeds of the initial public offering, the over-allotment and the sale
of private placement units, although substantially all of the net proceeds are
intended to be applied generally toward consummating our initial business
combination.
If we have not completed our initial business combination within 18 months
(unless such period is extended as described herein), 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 (which interest shall
be net of taxes payable, and 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 shareholder's rights as
shareholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders
and the board of directors, liquidate and dissolve, subject in each case to our
obligations under Cayman Islands law to provide for claims of creditors and the
requirements of other applicable law. There will be no redemption rights or
liquidating distributions with respect to our warrants, which will expire
worthless if we fail to consummate a business combination within 18 months
(unless such period is extended as described herein).
If the company anticipates that it may not be able to consummate a business
combination within 18 months, the company may extend the combination period. In
order to extend the time available for the company to consummate a business
combination, the sponsor or its affiliate or designees must deposit into the
trust account approximately $1.1 million ($0.033 per public share), on or prior
to the date of the applicable deadline, for each monthly extension, up to an
aggregate of approximately $6.8 million, or $0.198 per public share, if the
company effects extension for up to six months in aggregate.
Going Concern
As of December 31, 2020, we had approximately $975,000 in our operating bank
account, working capital of approximately $1.0 million, and no interest income
available in the trust account to pay for our tax obligations, if any.
To date, our liquidity needs have been satisfied through a payment of $25,000
from our sponsor to cover certain expenses on our behalf in exchange for the
issuance of the founder shares to our sponsor, a loan of approximately $188,000
pursuant to a promissory note issued to our sponsor and the net proceeds from
the consummation of the private placement not held in the trust account. We
repaid the promissory note on September 3, 2020. In addition, in order to
finance transaction costs in connection with a business combination, our sponsor
may, but is not obligated to, provide us working capital loans. To date, there
were no amounts outstanding under any working capital loan.
In connection with our assessment of going concern considerations in accordance
with FASB ASC Topic 205-40, "Presentation of Financial Statements - Going
Concern," management has determined that the mandatory liquidation on
February 28, 2022 and subsequent dissolution raises substantial doubt about our
ability to continue as a going concern. No adjustments have been made to the
carrying amounts of assets or liabilities should we be required to liquidate
after February 28, 2022.

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Results of Operations
Our entire activity since inception through December 31, 2020 related to our
formation, the preparation for the initial public offering, and since the
closing of the initial public offering, the search for a prospective initial
business combination. We have neither engaged in any operations nor generated
any revenues to date. We will not generate any operating revenues until after
completion of our initial business combination. We will generate non-operating
income in the form of interest income on cash and cash equivalents. We expect to
incur increased expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.
For the period from June 4, 2020 (inception) through December 31, 2020, we had a
net loss of approximately $15.9 million which consisted of approximately
$14.6 million loss from changes in fair value of derivative warrant liabilities,
financing costs of approximately $1.0 million, approximately $348,000 in general
and administrative expenses, which was partially offset by a approximately
$12,000 gain on marketable securities, dividends and interest held in trust
account.
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 periods from June 4, 2020 (inception) through September 30,
2020 and from June 4, 2020 (inception) through December 31, 2020, the change in
fair value of warrants was an increase of $0.5 million and an increase of
$14.6 million, respectively.
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations,
operating lease obligations, purchase obligations or long-term liabilities.
Critical Accounting Policies
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 accounting principles generally accepted in the United States of
America. The preparation of our 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. The Company has identified the following as its
critical accounting policies:
Class A Ordinary Shares Subject to Possible Redemption
Class A ordinary shares subject to mandatory redemption (if any) are classified
as liability instruments and are measured at fair value. 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
the Company's control) are classified as temporary equity. At all other times,
Class A ordinary shares are classified as shareholders' equity. Our Class A
ordinary shares feature 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, 29,512,635 Class A ordinary shares subject to
possible redemption are presented as temporary equity, outside of the
shareholders' equity section of the Company's balance sheet.
Net Income (Loss) Per Ordinary Share
Net income (loss) per ordinary share is computed by dividing net income (loss)
by the weighted-average number of ordinary shares outstanding during the
periods. We have not considered the effect of the

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warrants sold in the initial public offering and the private placement to
purchase an aggregate of 17,781,250 of our Class A ordinary shares in the
calculation of diluted income (loss) per share, since their inclusion would be
anti-dilutive under the treasury stock method.
Our statement of operations includes a presentation of income (loss) per share
for ordinary shares subject to redemption in a manner similar to the two-class
method of income per share. Net income per ordinary share, basic and diluted for
Class A ordinary shares is calculated by dividing the gain on marketable
securities, dividends, and interest held in the trust account, net of applicable
taxes available to be withdrawn from the trust account, resulting in net income
of $11,767 for the period from June 4, 2020 (inception) through December 31,
2020, by the weighted average number of Class A ordinary shares outstanding for
the period. Net loss per ordinary share, basic and diluted for Class B ordinary
shares is calculated by dividing the net loss, less income attributable to
Class A ordinary shares by the weighted average number of Class B ordinary
shares outstanding for the period.
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 17,250,000 warrants to purchase Class A ordinary shares to investors
related to our Initial Public Offering and issued 531,250 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 Public Warrants was
calculated using a Monte Carlo model. Subsequent to the when the warrants began
separately trading, the fair value measurements were determined based on their
trading price. The fair value of Private Placement Warrants was calculated using
the Black-Scholes Option Pricing Model since these instruments do not have the
early redemption feature. Derivative warrant liabilities are classified as
non-current liabilities as their liquidation is not reasonably expected to
require the use of current assets or require the creation of current
liabilities.
Recent Accounting Pronouncements
Our management does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying 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.
Inflation
We do not believe that inflation had a material impact on our business, revenues
or operating results during the period presented.
JOBS Act
JOBS Act contains provisions that, among other things, relax certain reporting
requirements for qualifying public companies. We qualify as an "emerging growth
company" and under the JOBS Act are 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 a result, the financial

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statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an "emerging growth company," whichever is earlier. 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

The information required by this Item is set forth in the financial statements and notes thereto beginning at page F-1 of this Annual Report on Form 10-K/A. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



None.
Item 9A.
Controls and Procedures.

Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including
our Chief Executive Officer and our Chief Financial Officer (together, the
"Certifying Officers"), we carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing,
our Certifying Officers concluded that our disclosure controls and procedures
were not effective as of the end of the period covered by this Annual Report, as
the circumstances that led to the restatement of our financial statements
described in this Annual Report had not yet been identified. Due solely to the
events that led to our restatement of our financial statements, management has
made changes in internal controls related to the accounting for warrants issued
in connection with our initial public offering, as described in Note 2 to the
Notes to Financial Statements entitled "Restatement of Previously Issued
Financial Statements." In light of the material weakness that we identified, 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 Annual Report present fairly in all material respects our
financial position, results of operations and cash flows for the period
presented.
Disclosure controls and procedures are controls and other procedures 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 our reports
filed or submitted under the Exchange Act is accumulated and communicated to
management, including our Certifying Officers, or persons performing similar
functions, as appropriate, to allow timely decisions regarding required
disclosure.

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Restatement of Previously Issued Financial Statements
On May 14, 2021, we revised our prior position on accounting for warrants and
restated our financial statements to reclassify the Company's public warrants
and placement warrants as described in the Explanatory Note to this Annual
Report. However, the non-cash adjustments to the financial statements do not
impact the amounts previously reported for our cash and cash equivalents, total
assets, revenue or cash flows.
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 Annual Report had not yet been identified. In light of the
restatement of the financial statements included in this Annual Report, we plan
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 financial statements. Our plans
at this time include providing enhanced access to accounting literature,
research materials and documents and increased communication among our personnel
and third-party professionals with whom we consult regarding complex accounting
applications. The elements of our remediation plan can only be accomplished over
time, and we can offer no assurance that these initiatives will ultimately have

the intended effects.
Item 9B.
Other Information

None.

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