This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Factors that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in the Risk Factors section of the Company's registration statement and prospectus for the Company's initial public offering filed with theSEC . The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this report. This Amendment No. 1 ("Amendment No. 1") to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q/A ofCipher Mining Inc. (formerly known asGood Works Acquisition Corp. ) for the six months endedJune 30, 2021 (the "Affected Period"), as filed with theSecurities and Exchange Commission ("SEC") onAugust 10, 2021 (the "Original Filing"). The Company has re-evaluated the Company's application of ASC 480-10-S99-3A to its accounting classification of the redeemable common stock, par value$0.001 per share (the "Public Shares"), issued as part of the units sold in the Company's initial public offering (the "IPO") onOctober 22, 2020 . Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders' equity greater than$5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than$5,000,001 , as described in the Company's amended and restated certificate of incorporation (the "Charter"). Pursuant to such re-evaluation, the Company's management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares (redeemable and non-redeemable). This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. Therefore, onDecember 17, 2021 , the Company's management and the audit committee of the Company's board of directors (the "Audit Committee") concluded that the Company's previously issued unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q, as amended, for the six months endedJune 30, 2021 , filed with theSEC onAugust 10, 2021 should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements, related footnotes, and other financial data as of and for the period endedJune 30, 2021 included in the Original Filling should be restated in the Form 10-Q/A No. 1, as a result of this error. The change in accounting classification of the redeemable common stock did not have any impact on our liquidity, cash flows, revenues or costs of operating our business, in the Affected Period or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting classification of the redeemable common stock does not impact the amounts previously reported for the Company's cash and cash equivalents, operating expenses or total cash flows from operations for any of these periods. The restatement is more fully described in Note 3 of the notes to the condensed consolidated financial statements included herein. Overview We are a blank check company incorporated onJune 24, 2020 as aDelaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a "Business Combination"). We consummated our Public Offering (as defined below) onOctober 22, 2020 and are currently in the process of locating suitable targets for our business combination. We intend to use the cash proceeds from our Public Offering and the Private Placement described below as well as additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt to complete the Business Combination. We expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful. Results of Operations and Known Trends or Future EventsThe Company has neither engaged in any significant business operations nor generated any revenues to date. All activities to date relate to the Company's formation and the Public Offering. We expect to generate non-operating income in the form of interest income on cash, cash equivalents, and marketable securities that are held in the Trust Account (as defined below). 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 as we locate a suitable Business Combination. For the six months endedJune 30, 2021 , we had a net loss of$2,058,979 which consisted of change in fair value of warrant liability of$76,329 , business combination and operating expenses of$2,032,419 offset by interest income on marketable securities held in the Trust Account of$49,769 . Proposed Business Combination OnMarch 5, 2021 , the Company (or "Good Works") entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the " Merger Agreement "), by and amongCurrency Merger Sub, Inc. , aDelaware corporation and a wholly-owned direct subsidiary of the Company (" Merger Sub "), andCipher Mining Technologies Inc. , aDelaware corporation (" Cipher "). The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Good Works and Cipher. The Business Combination The Merger Agreement provides for, among other things, the following transactions at the closing: (i) Merger Sub will merge with and into Cipher, with Cipher as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Good Works (the " Merger ") and, in connection with the Merger, (ii) Good Works will change its name toCipher Mining Inc. The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the " Business Combination ". The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by Good Works stockholders and the fulfillment (or waiver) of other customary closing conditions. Business Combination Consideration In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Cipher common stock, par value$0.001 issued and outstanding shall be converted into the right to receive four hundred thousand (400,000) shares of Good Works common stock, par value$0.001 (" Good Works Common Stock "); provided that the exchange ratio shall be adjusted as needed to ensure the aggregate Merger consideration received by the sole stockholder of Cipher equals two hundred million (200,000,000) shares of Good Works Common Stock (at a value often dollars ($10.00 ) per share). 21 -------------------------------------------------------------------------------- Table of Contents Governance Good Works has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the closing of the Business Combination,Cipher Mining Inc.'s board of directors shall consist of seven directors, which directors shall be nominated pursuant to the Merger Agreement, which nominees include one Good Works designee. Additionally, the current Cipher management team will move to Good Works in their current roles and titles. Representations and Warranties; Covenants The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of Good Works and Cipher and that each of the parties have undertaken to procure approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act "). In addition, Good Works has agreed to adopt an equity incentive plan as described in the Merger Agreement. Conditions toEach Party's Obligations The obligation of Good Works and Cipher to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the approval of Good Works stockholders, (iii) the approval of Cipher's stockholders and (iv) the Registration Statement (as defined below) becoming effective. In addition, the obligation of Good Works to consummate the Business Combination is subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Cipher being true and correct to the standards applicable to such representations and warranties and each of the covenants of Cipher having been performed or complied with in all material respect, (ii) the delivery to Good Works of evidence of satisfactoryTail Insurance (as defined in the Merger Agreement) to be bound as of the closing, and (iii) delivery of all ancillary agreements required to be executed and delivered by Cipher or its sole stockholder and (iv) no Material Adverse Effect (as defined in the Merger Agreement) shall have occurred. The obligation of Cipher to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Good Works and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of Good Works having been performed or complied with in all material respects, (ii) the aggregate cash proceeds from Good Works trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than$400,000,000 (after deducting any amounts paid to Good Works stockholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject to reimbursement by Good Works), (iii) Good Works total outstanding Indebtedness (as defined in the Merger Agreement) shall be less thantwenty-five million dollars ($25,000,000.00 ), and (iv) the approval by Nasdaq of Good Works listing application in connection with the Business Combination . Termination The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by mutual written consent of Good Works and Cipher, (ii) by Good Works if there is any breach of the representations and warranties of Cipher or ifCipher Mining fails to perform any covenant or agreement set forth in the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) termination by Cipher if there is any breach of the representations and warranties of Good Works or if Good Works fails to perform any covenant or agreement set forth in the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) subject to certain limited exceptions, by either Good Works or Cipher if the Business Combination is not consummated within six months of signing of the Merger Agreement, (v) by either Good Works or Cipher if certain required approvals are not obtained by Good Works stockholders after the conclusion of a meeting of Good Works stockholders held for such purpose at which such stockholders voted on such approvals, and (vi) termination by Good Works if Cipher's sole stockholder does not deliver to Good Works a written consent approving the Business Combination within ten business days of the Consent Solicitation Statement (as defined in the Merger Agreement) being disseminated. 22 -------------------------------------------------------------------------------- Table of Contents If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of Willful Breach (as defined in the Merger Agreement). Good Works Sponsor Support Agreement Concurrently with the execution of the Merger Agreement, Good Works, and I-BGood Works, LLC (the " Sponsor ") and certain other stockholders of Good Works entered into an Acquiror Support Agreement (the " Acquiror Support Agreement ") pursuant to which the parties agreed to, among other things, (i) vote at any meeting of the stockholders of Good Works all of its shares of Good Works Common Stock held of record or thereafter acquired in favor of the Proposals (as defined in the Merger Agreement), (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities, prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Acquiror Support Agreement. Cipher Support Agreement Concurrently with the execution of the Merger Agreement, the sole stockholder of Cipher representing the requisite votes necessary to approve the Business Combination entered into support agreements (the " Company Support Agreement ") with Good Works and Cipher, pursuant to which such holder agreed to (i) vote at any meeting of the stockholders of Cipher all of its Cipher Common Stock held of record or thereafter acquired in favor of the Proposals (as defined in the Merger Agreement) and appoint Good Works as such holder's proxy, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities, in each case, on the terms and subject to the conditions set forth in the Company Support Agreement. Restrictive Covenant Agreements Concurrently with the execution of the Merger Agreement,Bitfury Top Holdco B.V. (" Bitfury "), Cipher's sole stockholder, and Good Works entered into a Restrictive Covenant Agreement pursuant to which Bitfury agreed, during the term of the agreement and subject to the parameters and limitations set forth in the agreement, not to hire or solicitCipher Mining Inc.'s employees, not to compete withCipher Mining Inc. and not to disparageCipher Mining Inc. The agreement will terminate upon the earlier of seven years from the date of its execution or the termination of the Master Services and Supply Agreement (the "MSSA ") betweenBitfury Holding B.V. (" BHBV ") and Cipher. TheMSSA is included as Exhibit F to Exhibit 2.1 hereto, and the terms of theMSSA are incorporated herein by reference. Concurrently with the execution of the Merger Agreement, BHBV and Good Works entered into a Restrictive Covenant Agreement pursuant to which BHBV agreed, during the term of the agreement and subject to the parameters and limitations set forth in the agreement, not to hire or solicitCipher Mining Inc.'s employees, not to compete withCipher Mining Inc. and not to disparageCipher Mining Inc. . The agreement will terminate upon the earlier of seven years from the date of its execution or the termination of theMSSA . PIPE Financing (Private Placement) Concurrently with the execution of the Merger Agreement, Good Works entered into subscription agreements (the " Subscription Agreements ") with certain investors (the "PIPE Investors "). Pursuant to the Subscription Agreements, thePIPE Investors agreed to subscribe for and purchase, and Good Works agreed to issue and sell to such investors, immediately following the Closing (as defined in the Merger Agreement), an aggregate of 37,500,000 shares of Good Works Common Stock for a purchase price of$10.00 per share, for aggregate gross proceeds of$375,000,000 (the " PIPE Financing "). The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that Good Works will grant the investors in the PIPE Financing certain customary registration rights. Bitfury Private Placement Concurrently with the execution of the Merger Agreement and the execution of the Subscription Agreements with thePIPE Investors , Bitfury agreed to subscribe for and purchase, and Good Works agreed to issue and sell to Bitfury, concurrent with the Closing (as defined in the Merger Agreement), an aggregate of 5,000,000 shares of Good Works Common Stock in exchange for a benefit-in-kind commitment as payment for such shares (the "Bitfury Private Placement") pursuant to a subscription agreement with Good Works (the " Bitfury Subscription Agreement "). Bitfury agreed to cause BHBV to discount the Service Fees (as that term is defined in theMSSA ) charged by BHBV under theMSSA as follows: that the first$200,000,000 of Service Fees payable by Cipher to BHBV under theMSSA described above shall be subject to a discount of 25%, to be applied at the point of invoicing and shown as a separate line item on each relevant invoice. For the avoidance of doubt, when the aggregate value of such discount reaches$50,000,000 , such discount shall automatically cease to apply. Such discount shall constitute BHBV's benefit-in-kind commitment as payment on behalf of its parent entity, for the issuance of the 5,000,000 shares of Good Works Common Stock pursuant to the Bitfury Private Placement. OnJuly 8, 2021 , the Bitfury Subscription Agreement was amended and restated in its entirety to provide that the 25% benefit-in-kind discount under theMSSA (in consideration for Bitfury's purchase of an aggregate of 5,000,000 shares of Good Works Common Stock at a purchase price of$10.00 per share) will instead be paid as a$50 million cash payment, which will be made at closing (as defined in the Merger Agreement) in form of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury. 23 -------------------------------------------------------------------------------- Table of Contents Lock-Ups The Sponsor, certain holders of Good Works Common Stock, and Bitfury, Cipher's sole stockholder immediately prior to the closing of the Business Combination, will enter into lock-up agreements (the " Lock-Up Agreements ") and be subject to post-closing lock-ups with respect to their shares of Good Works Common Stock (but excluding any Private Placement Units, which are units that were issued in a private placement to Good Works' anchor investors simultaneously with the closing of its initial public offering; each unit consists of one share of Common Stock and one-half of one warrant and were purchased at a price of$10.00 per Private Placement Unit and excluding any shares of Good Works Common Stock issued to Bitfury in the Bitfury Private Placement, which are subject to a separate lock-up restriction, as described in the Bitfury Subscription Agreement); provided that the term of the Lock-Up shall be two years and the Lock-up will allow certain amounts of the shares to be publicly sold after 180 days, subject, in each case, to customary terms and conditions. Amended and Restated Registration Rights Agreement At the closing of the Business Combination, the Sponsor, certain stockholders of Good Works, and Bitfury (collectively, the " Holders ") will enter into an amended and restated registration rights agreement (the " Registration Rights Agreement ") with Good Works pursuant to which, among other things, the parties thereto will be granted certain customary registrant rights with respect to shares of Good Works Common Stock. Liquidity and Capital Resources As ofJune 30, 2021 we had$127,722 of cash. OnOctober 22, 2020 , we consummated a$150,000,000 initial public offering (the "Public Offering") consisting of 15,000,000 units at a price of$10.00 per unit ("Unit"). Each Unit consists of one share of the Company's common stock,$0.001 par value (the "Common Stock"), and one-half of one redeemable warrant (each, a "Public Warrant"). Simultaneously with the closing of the Public Offering, we consummated a$2,228,000 private placement ("Private Placement") of an aggregate of 228,000 private placement units (the "Private Placement Units"). Upon closing of the Public Offering and the Private Placement onOctober 22, 2020 ,$150,000,000 in proceeds from the Public Offering and Private Placement was placed in aU.S. -based trust account maintained byContinental Stock Transfer & Trust Company , acting as trustee (the "Trust Account"). In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the "Over-Allotment Option") to purchase up to 2,250,000 additional units to cover over-allotments (the "Over- Allotment Units"), if any. OnOctober 26, 2020 , the underwriters purchased an additional 1,500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. OnNovember 17, 2020 , the underwriters purchased an additional 500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of$10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of$20,000,000 to the Company. OnNovember 17, 2020 , the underwriters canceled the remainder of the Over-Allotment Option. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding the business combination marketing fees payable to I-Bankers) to complete our initial Business Combination. We may withdraw interest to pay our taxes and liquidation expenses if we are unsuccessful in completing a Business Combination. We estimate our annual franchise tax obligations to be$200,000 , which is the maximum amount of annual franchise taxes payable by us as aDelaware corporation per annum, which we may pay from funds from the Public Offering held outside of the trust account or from interest earned on the funds held in the trust account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account reduced by our operating expense and franchise taxes. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial 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. 24 -------------------------------------------------------------------------------- Table of Contents Further, our Sponsor, officers and directors or their respective affiliates may, but are not obligated to, loan us funds as may be required (the "Working Capital Loans"). If we complete a Business Combination, we would repay the Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of 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. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, or converted upon consummation of a Business Combination into additional Private Placement Units at a price of$10.00 per Unit (the "Working Capital Units"). As ofJune 30, 2021 , no Working Capital Loans have been issued. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangement as ofJune 30, 2021 . Contractual Obligations As ofJune 30, 2021 , we did not have any long-term debt, capital or operating lease obligations. We entered into an administrative services agreement pursuant to which we will pay an affiliate of one of our directors for office space and secretarial and administrative services provided to members of our management team, in an amount not to exceed$10,000 per month. We have engaged I-Bankers as an advisor in connection with our acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar Business Combination with one or more businesses or entities. We will pay I-Bankers for such services a fee equal to 4.5% of the gross proceeds of the Public Offering. Critical Accounting Policies Management's discussion and analysis of our results of operations and liquidity and capital resources are based on our unaudited financial information. We describe our significant accounting policies in Note 2 - Summary of Significant Accounting Policies, of the Notes to Financial Statements included in this report. Our unaudited financial statements have been prepared in accordance withU.S. GAAP. Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance withU.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates. For a full discussion of our accounting estimates and assumptions that have been identified as critical in the preparation of the Company's condensed consolidated financial statements, please refer toGood Works Acquisition Corp.'s Form 10-K/A Amendment No. 2 for the year endedDecember 31, 2020 . Recent Accounting Standards 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. 25 -------------------------------------------------------------------------------- Table of Contents JOBS Act The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" under the JOBS Act and 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, our financial 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 independent registered public accounting firm'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 independent registered public accounting firm'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 this offering or until we are no longer an "emerging growth company," whichever is earlier. Item 3. Quantitative and Qualitative Disclosures About Market Risk As ofJune 30, 2021 , we were not subject to any material market or interest rate risk. Following the consummation of our Public Offering, the net proceeds of the Public Offering and the Private Placement, including amounts in the Trust Account, were invested inU.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in directU.S. government treasury obligations. Due to the short-term nature of these investments, we believe there was no associated material exposure to interest rate risk. We have not engaged in any hedging activities since our inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed. Item 4. Controls and Procedures Under the supervision and with the participation of our management we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter endedJune 30, 2021 , as such term is defined in
Rules 13a-15(e) and 15d-15(e)
under the Exchange Act. Based upon that evaluation and in light of the
10-K/A
filed onMay 7, 2021 ,June 14, 2021 , andJanuary 21, 2022 , a material weakness existed and our disclosure controls and procedures were not effective as ofJune 30, 2021 . Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in theSEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting During the most recently completed fiscal quarter, other than the material weakness related to the warrant accounting as described in the Form 10-K/A filed onJanuary 21, 2022 , there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 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. 26
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