Common use of Internal Controls; Listing; Financial Statements Clause in Contracts

Internal Controls; Listing; Financial Statements. (i) Except as not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, if any, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since December 11, 2020, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent Financial Statements for external purposes in conformity with GAAP. (ii) Neither Parent (including any employee thereof) nor Parent’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (b) Each director and executive officer of Parent has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Parent has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since December 11, 2020, Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Capital Markets (“Nasdaq”). The issued and outstanding Parent Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Parent, threatened against Parent by Nasdaq or the SEC with respect to any intention by such entity to deregister the Parent Class A Common Stock or prohibit or terminate the listing of Parent Class A Common Stock on Nasdaq. (d) The Parent SEC Filings contain true and complete copies of the audited balance sheet as of September 28, 2020, and statement of operations, cash flow and shareholders’ equity of Parent for the period from September 18, 2020 (inception) through September 28, 2020, together with the auditor’s reports thereon (the “Parent Financial Statements”). Except as disclosed in the Parent SEC Filings, the Parent Financial Statements (i) fairly present in all material respects the financial position of Parent, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Parent have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (e) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Internal Controls; Listing; Financial Statements. (ia) Except as not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, if any, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities. Except as disclosed in Parent SEC Filings, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since December 11, 2020Except as disclosed in Parent SEC Filings, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent Financial Statements Parent’s financial statements for external purposes in conformity accordance with GAAP. (ii) Neither Parent (including any employee thereof) nor Parent’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (b) Each director and executive officer of Parent has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Parent has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since December 11, 2020Except as set forth in Section 5.6(c) of the Parent Disclosure Letter, Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Capital Markets (“Nasdaq”). The issued and outstanding Parent Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Parent, threatened against Parent by Nasdaq or the SEC with respect to any intention by such entity to deregister the Parent Class A Common Stock or prohibit or terminate the listing of Parent Class A Common Stock on NasdaqNYSE. (d) The Parent SEC Filings contain true and complete copies of the audited balance sheet as of September 28December 31, 2020, and statement of operations, cash flow and shareholdersstockholders’ equity of Parent for the period from September 18, 2020 (inception) through September 28year ended December 31, 2020, together with the auditor’s reports thereon (the “Parent Financial Statements”). Except as disclosed in the Parent SEC Filings, the Parent Financial Statements present (i) fairly present in all material respects the financial position of Parent, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The Company acknowledges that (i) the Staff of the SEC issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021 (the “Statement”), (ii) Parent continues to review the Statement and its implications, including on the financial statements and other information included in the Parent SEC Filings and (iii) any restatement, revision or other modification of the Parent SEC Filings in connection with such review of the Statement or any subsequent related agreements, statements, interpretations or other guidance from the Staff of the SEC shall be deemed not material for purposes of this Agreement, including for purposes of this Section 5.6(d) and Section 5.9(f) below. The books and records of Parent have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (e) There are no outstanding loans or other extensions of credit made by any Parent Entity to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parentany Parent Entity. No Parent Entity has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) No Parent Entity (including any employee thereof) or the independent auditors of Parent has identified or been made aware of (i) except as disclosed in Parent SEC Filings, any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (ia) Except as not required in reliance on exemptions from various reporting requirements by virtue of Parentthe Parent Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 2012, (“JOBS Act”), i) the Parent Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parentthe Parent Acquiror, including its consolidated Subsidiaries, if any, is made known to Parentthe Parent Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls , and procedures are effective in timely alerting Parent’s principal executive officer (ii) since July 12, 2017, the Parent Acquiror and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since December 11, 2020, Parent has its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parentthe Parent Acquiror’s financial reporting and the preparation of the Parent Financial Statements Acquiror’s financial statements for external purposes in conformity accordance with US GAAP. (ii) Neither Parent (including any employee thereof) nor Parent’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (b) Each director and executive officer of the Parent Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Parent has The Acquirors have not taken any action prohibited by Section 402 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since December 11Except as set forth in Section 4.07(c) of the Acquiror Disclosure Schedules, 2020since July 12, 2017, the Parent Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Capital Markets (“Nasdaq”)NASDAQ. The issued and outstanding shares of the Parent Class A Common Stock is Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and is are listed for trading on NasdaqNASDAQ. There is no Legal Proceeding legal proceeding pending or, to the knowledge of Parentthe Acquirors, threatened against Parent by Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister the Parent Class A Common Stock Ordinary Shares or prohibit or terminate the listing of the Parent Class A Common Stock Ordinary Shares on NasdaqNASDAQ. The Acquirors have taken no action that is designed to terminate the registration of the Parent Ordinary Shares under the Exchange Act. (d) The Parent Acquiror SEC Filings Reports contain true and complete copies of the (i) audited balance sheet as of September 28December 31, 20202017, and statement the related statements of operations, cash flow flows and changes in shareholders’ equity of the Parent Acquiror for the period from September 18year ended December 31, 2020 (inception) through September 28, 20202017, together with the auditor’s reports thereon thereon, and (ii) unaudited balance sheet as of June 30, 2018, and the related statements of operations, cash flows and changes in shareholders’ equity of the Parent Acquiror for the six (6) month period ended June 30, 2018 ((i) and (ii) together, the “Parent Acquiror Financial Statements”). Except as disclosed in the Parent Acquiror SEC FilingsReports, the Parent Acquiror Financial Statements (i) fairly present in all material respects the consolidated financial position of Parentthe Parent Acquiror, as at the respective dates thereof, and the its results of operations and consolidated cash flows for the respective periods then ended, ; (ii) were prepared in conformity with US GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), ; and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of the Parent Acquiror and its Subsidiaries have been, and are being, maintained in all material respects in accordance with US GAAP and any other applicable legal and accounting requirements. (e) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Internal Controls; Listing; Financial Statements. (ia) Except as not required in reliance on exemptions from various reporting requirements by virtue of Parentthe Parent Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our our Business Startups Act of 2012 2012, (“JOBS Act”), i) the Parent Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parentthe Parent Acquiror, including its consolidated Subsidiaries, if any, is made known to Parentthe Parent Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls , and procedures are effective in timely alerting Parent’s principal executive officer (ii) since September 16, 2015, the Parent Acquiror and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since December 11, 2020, Parent has its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parentthe Parent Acquiror’s financial reporting and the preparation of the Parent Financial Statements Acquiror’s financial statements for external purposes in conformity accordance with US GAAP. (ii) Neither Parent (including any employee thereof) nor Parent’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (b) Each director and executive officer of the Parent Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Parent has The Acquirors have not taken any action prohibited by Section 402 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since December 11Except as set forth in Section 4.07(c) of the Acquiror Disclosure Schedules, 2020since September 16, 2015, the Parent Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Capital Markets (“Nasdaq”)NASDAQ. The issued and outstanding shares of the Parent Class A Common Stock is are registered pursuant to Section 12(b) of the Exchange Act and is are listed for trading on NasdaqNASDAQ. There is no Legal Proceeding legal proceeding pending or, to the knowledge of Parentthe Acquirors, threatened against Parent by Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister the Parent Class A Common Stock or prohibit or terminate the listing of the Parent Class A Common Stock on NasdaqNASDAQ. The Acquirors have taken no action that is designed to terminate the registration of the Parent Common Stock under the Exchange Act. (d) The Parent Acquiror SEC Filings Reports contain true and complete copies of the (i) audited balance sheet as of September 28December 31, 20202016, and statement the related statements of operations, cash flow flows and changes in shareholders’ equity of the Parent Acquiror for the period from September 18year ended December 31, 2020 (inception) through September 28, 20202016, together with the auditor’s reports thereon thereon, and (ii) unaudited balance sheet as of June 30, 2017, and the related statements of operations, cash flows and changes in shareholders’ equity of the Parent Acquiror for the three (3) month period ended June 30, 2017 ((i) and (ii) together, the “Parent Acquiror Financial Statements”). Except as disclosed in the Parent Acquiror SEC FilingsReports, the Parent Acquiror Financial Statements (i) fairly present in all material respects the consolidated financial position of Parentthe Parent Acquiror, as at the respective dates thereof, and the its results of operations and consolidated cash flows for the respective periods then ended, ; (ii) were prepared in conformity with US GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), ; and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of the Parent Acquiror and its Subsidiaries have been, and are being, maintained in all material respects in accordance with US GAAP and any other applicable legal and accounting requirements. (e) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Internal Controls; Listing; Financial Statements. (ia) Except as not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under or “smaller reporting company” within the meaning of the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including since its consolidated Subsidiariesincorporation, if any, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since December 11, 2020, (i) Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent Parent’s Financial Statements for external purposes in conformity accordance with GAAP. GAAP and (ii) Neither Parent has established and maintained disclosure controls and procedures (including any employee thereofas defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) nor designed to ensure that material information relating to Parent is made known to Parent’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness principal executive officer and principal financial officer by others within Parent, in each case except as set forth in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoingSEC Reports. (b) Each director and executive officer of Parent has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Parent has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since December 11, 2020its incorporation, Parent has complied in all material respects with the all applicable listing and corporate governance rules and regulations of the Nasdaq Capital Markets (“Nasdaq”)NYSE. The classes of securities representing issued and outstanding Parent Class A Common Stock is Shares are registered pursuant to Section 12(b) of the Exchange Act and is are listed for trading on NasdaqNYSE. There As of the date of this Agreement, there is no Legal material Proceeding pending or, to the knowledge of Parent, threatened against Parent by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister the Parent Class A Common Stock Shares or prohibit or terminate the listing of Parent Class A Common Stock Shares on NasdaqNYSE. Parent has not taken any action that is designed to terminate the registration of Parent Class A Shares under the Exchange Act. (d) The Parent SEC Filings Reports contain true and complete copies of the audited balance sheet as of September 28, 2020, and statement of operations, cash flow and shareholders’ equity of Parent for the period from September 18, 2020 (inception) through September 28, 2020, together with the auditor’s reports thereon (the “applicable Parent Financial Statements”). Except as disclosed The financial statements of Parent included in the Parent SEC Filings, the Parent Financial Statements (i) fairly present in all material respects the financial position of Parent, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) Reports comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act SEC with respect thereto as in effect as at the time of filing. The Company acknowledges that (i) the staff of the respective dates thereofSEC (the “Staff”) issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021 (the “Statement”), (ii) Parent continues to review the Statement and its implications, including on the financial statements and other information included in the Parent SEC Reports and (iii) any restatement, revision or other modification of the Parent SEC Reports in connection with such review of the Statement or any other required changes in the Parent SEC Reports, including as a result of any order, directive, guideline, comment or recommendation from the SEC that is applicable to Parent shall be deemed not material for purposes of this Agreement, including with respect to Section 5.7 and this Section 5.12. (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s assets, in each case other than as set forth in the Parent SEC Reports. The Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent have been, in the ordinary course of business that accurately and are being, maintained fairly reflect the transactions and dispositions of the assets of Parent in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsrespects. (ef) There are no outstanding loans or other extensions Except as set forth in Section 5.12(f) of credit made by the Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Disclosure Schedules, since its incorporation, Parent has not taken received any action prohibited by Section 402 written notification of any (i) “significant deficiency” in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actinternal controls over financial reporting of Parent, (ii) “material weakness” in the internal controls over financial reporting of Parent or (iii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent, in each case other than as set forth in the Parent SEC Reports.

Internal Controls; Listing; Financial Statements. (ia) Except as not required in reliance on exemptions from various reporting requirements by virtue of Parentthe Parent Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 2012, (“JOBS Act”), i) the Parent Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parentthe Parent Acquiror, including its consolidated Subsidiaries, if any, is made known to Parentthe Parent Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls , and procedures are effective in timely alerting Parent’s principal executive officer (ii) since July 12, 2017, the Parent Acquiror and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since December 11, 2020, Parent has its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parentthe Parent Acquiror’s financial reporting and the preparation of the Parent Financial Statements Acquiror’s financial statements for external purposes in conformity accordance with US GAAP. (ii) Neither Parent (including any employee thereof) nor Parent’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (b) Each director and executive officer of the Parent Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Parent has The Acquirors have not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since December 11Except as set forth in Section 4.07(c) of the Acquiror Disclosure Schedules, 2020since July 12, 2017, the Parent Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Capital Markets (“Nasdaq”)NASDAQ. The issued and outstanding shares of the Parent Class A Common Stock is Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and is are listed for trading on NasdaqNASDAQ. There is no Legal Proceeding legal proceeding pending or, to the knowledge of Parentthe Acquirors, threatened against Parent by Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister the Parent Class A Common Stock Ordinary Shares or prohibit or terminate the listing of the Parent Class A Common Stock Ordinary Shares on NasdaqNASDAQ. The Acquirors have taken no action that is designed to terminate the registration of the Parent Ordinary Shares under the Exchange Act. (d) The Parent Acquiror SEC Filings Reports contain true and complete copies of the (i) audited balance sheet as of September 28December 31, 20202017, and statement the related statements of operations, cash flow flows and changes in shareholders’ equity of the Parent Acquiror for the period from September 18year ended December 31, 2020 (inception) through September 28, 20202017, together with the auditor’s reports thereon thereon, and (ii) unaudited balance sheet as of June 30, 2018, and the related statements of operations, cash flows and changes in shareholders’ equity of the Parent Acquiror for the six (6) month period ended June 30, 2018 ((i) and (ii) together, the “Parent Acquiror Financial Statements”). Except as disclosed in the Parent Acquiror SEC FilingsReports, the Parent Acquiror Financial Statements (i) fairly present in all material respects the consolidated financial position of Parentthe Parent Acquiror, as at the respective dates thereof, and the its results of operations and consolidated cash flows for the respective periods then ended, ; (ii) were prepared in conformity with US GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), ; and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of the Parent Acquiror and its Subsidiaries have been, and are being, maintained in all material respects in accordance with US GAAP and any other applicable legal and accounting requirements. (e) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.