|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbols
|
Name of each exchange on
which registered
|
||
|
|
|
||
|
|
|
||
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Smaller reporting company
|
|
Emerging growth company
|
|
Page
|
|||
Part I. Financial Information
|
|||
1 |
|||
1
|
|||
2
|
|||
3
|
|||
4
|
|||
5
|
|||
16
|
|||
18
|
|||
18
|
|||
Part II. Other Information
|
|||
18
|
|||
18
|
|||
19
|
|||
20
|
|||
20
|
|||
20
|
|||
20
|
|||
21
|
Item 1. |
Interim Financial Statements.
|
June 30,
2021
|
December 31,
2020
|
|||||||
(Unaudited)
|
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Total Current Assets
|
|
|
||||||
Deferred offering costs
|
|
|
||||||
Marketable securities held in Trust Account
|
|
|
||||||
TOTAL ASSETS
|
$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$
|
|
$
|
|
||||
Accrued offering costs
|
|
|
||||||
Promissory note – related party
|
|
|
||||||
Total Current Liabilities
|
|
|
||||||
Warrant liability
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Total Liabilities
|
|
|
||||||
Commitments (Note 6)
|
||||||||
Class A common stock subject to possible redemption;
|
|
|
||||||
Stockholders’ Equity
|
||||||||
Preferred stock, $
|
|
|
||||||
Class A common stock, $
|
|
|
||||||
Class B common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total Stockholders’ Equity
|
|
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
|
$
|
|
(1) |
|
|
Three Months
Ended
June 30,
|
Six Months Ended June 30,
|
||||||
|
2021
|
2021
|
||||||
|
||||||||
Operating and formation costs
|
$
|
|
$
|
|
||||
Loss from operations
|
(
|
)
|
(
|
)
|
||||
|
||||||||
Other expenses:
|
||||||||
Change in fair value of warrant liability
|
(
|
)
|
(
|
)
|
||||
Transaction cost – warrants
|
|
(
|
)
|
|||||
Interest earned on marketable securities held in Trust Account
|
|
|
||||||
Other expenses, net
|
(
|
)
|
(
|
)
|
||||
|
||||||||
Loss before income taxes
|
(
|
)
|
(
|
)
|
||||
Benefit (Provision) for income taxes
|
|
|
||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
||||||||
Weighted-average shares outstanding, Class A redeemable common stock subject to possible redemption
|
|
|
||||||
|
||||||||
Basic and diluted earnings (loss) per share, Class A redeemable common stock subject to possible redemption
|
$
|
|
$
|
|
||||
|
||||||||
Weighted-average shares outstanding, Class B non-redeemable common stock subject to possible redemption
|
|
|
||||||
|
||||||||
Basic and diluted loss per share, Class B non-redeemable common stock subject to possible redemption
|
$
|
(
|
)
|
$
|
(
|
)
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance — January 1, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Sale of
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Cash paid in excess of fair value for private warrants
|
—
|
—
|
—
|
—
|
|
—
|
|
|||||||||||||||||||||
Class A common stock subject to possible redemption
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||
Net loss
|
—
|
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance – March 31, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Change in value of common stock subject to redemption
|
||||||||||||||||||||||||||||
Net Loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance – June 30, 2021 | $ | $ | $ | $ | ( |
) | $ |
Cash Flows from Operating Activities:
|
||||
Net loss
|
$
|
(
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Interest earned on marketable securities held in Trust Account
|
(
|
)
|
||
Change in fair value of warrant liability
|
|
|||
Transaction costs incurred in connection with IPO
|
|
|||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(
|
)
|
||
Accrued expenses
|
|
|||
Net cash used in operating activities
|
(
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(
|
)
|
||
Net cash used in investing activities
|
(
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
|
|||
Proceeds from sale of Private Placement Warrants
|
|
|||
Repayment of promissory note – related party
|
(
|
)
|
||
Payment of offering costs
|
(
|
)
|
||
Net cash provided by financing activities
|
|
|||
Net Change in Cash
|
|
|||
Cash – Beginning of period
|
|
|||
Cash – End of period
|
$
|
|
||
Non-Cash Investing and Financing Activities:
|
||||
Offering costs included in accrued offering costs
|
$
|
|
||
Initial classification of Class A common stock subject to possible redemption
|
$
|
|
||
Change in value of Class A common stock subject to possible redemption
|
$
|
(
|
)
|
|
Deferred underwriting fee payable
|
$
|
|
Three Months
Ended
June 30,
2021
|
Six Months
Ended
June 30,
2021
|
|||||||
Class A common stock subject to possible redemption
|
||||||||
Numerator: Earnings allocable to Class A common stock
subject to possible redemption
|
||||||||
Interest earned on marketable securities held in
Trust Account
|
$
|
|
$
|
|
||||
Less: interest available for payment of taxes
|
(
|
)
|
(
|
)
|
||||
Net Income attributable
|
$
|
|
$
|
|
||||
Denominator: Weighted-Average Class A ordinary shares subject to possible redemption
|
||||||||
Basic and diluted weighted-average shares outstanding, Class A common stock subject to possible redemption
|
|
|
||||||
Basic and diluted net income per
share, Class A common stock subject to possible redemption
|
$
|
|
$
|
|
||||
Non-Redeemable Common Stock
|
||||||||
Numerator: Net Loss minus Net Earnings
|
||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Less: Net income allocable to Class A common stock
subject to possible redemption
|
|
|
||||||
Non-Redeemable Net Loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Denominator: Weighted-Average Non-redeemable common stock
|
||||||||
Basic and diluted weighted-average shares outstanding, Non-Redeemable Common stock
|
|
|
||||||
Basic and diluted net loss per
share, Non-Redeemable Common stock
|
$
|
(
|
)
|
$
|
(
|
)
|
•
|
in whole and not in part;
|
•
|
at a price of $
|
•
|
upon a minimum of
|
•
|
if, and only if, the last reported sale price of the Class A common stock for any
|
•
|
in whole and not in part;
|
•
|
at $
|
•
|
if, and only if, the Reference Value equals or exceeds $
|
•
|
if the Reference Value is less than $
|
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with
sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or
liabilities in markets that are not active.
|
|
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Description
|
Level
|
June 30, 2021
|
||||||
Assets:
|
||||||||
Marketable securities held in Trust Account
|
1
|
$
|
|
|||||
Liabilities:
|
||||||||
Warrant Liability – Public Warrants
|
1
|
|
||||||
Warrant Liability – Private Placement Warrants
|
3
|
|
Input
|
||||
Market price of public shares
|
$
|
|
||
Risk-free rate
|
|
%
|
||
Dividend yield
|
|
%
|
||
Volatility
|
|
%
|
||
Exercise price
|
$
|
|
||
Effective expiration date
|
|
|
Private Placement
|
Public
|
Warrant Liabilities
|
|||||||||
Fair value as of January 1, 2021
|
$
|
|
$
|
|
$
|
|
||||||
Initial measurement on January 29, 2021
|
|
|
|
|||||||||
Change in valuation inputs or other assumptions
|
|
|
|
|||||||||
Fair value as of June 30, 2021
|
$
|
|
$
|
|
$
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. |
Defaults Upon Senior Securities
|
Item 4. |
Mine Safety Disclosures
|
Item 5. |
Other Information
|
Item 6. |
Exhibits
|
No.
|
Description of Exhibit
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith.
|
FORTISTAR SUSTAINABLE SOLUTIONS CORP.
|
||
Date: August 23, 2021
|
By:
|
/s/ Nadeem Nisar
|
Name:
|
Nadeem Nisar
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: August 23, 2021
|
By:
|
/s/ Scott Contino
|
Name:
|
Scott Contino
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|