UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~September 30, 2021~~March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39939

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		85-2693583
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One North Lexington Avenue

White Plains, NY 10601

(Address of principal executive offices)

(914) 421-4900

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	FSSIU	The Nasdaq Stock Market LLC

Class A common stock, par value $0.0001 per share	FSSI	The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	FSSIW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November 16, 2021,~~May 12, 2022, there were 25,875,000 shares of Class A common stock, $0.0001 par value and 6,468,750 shares of Class B common stock, $0.0001 par value, issued and ~~outstanding.~~outstanding, respectively.

PART I - FINANCIAL INFORMATION

Item 1.

Interim Financial Statements.

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

CONDENSED BALANCE SHEETS

September 30,
2021

December 31,
2020

(Unaudited)

ASSETS
Current assets

Cash
$
736,821

$
107,601

Prepaid expenses
419,230

0

Total Current Assets
1,156,051

107,601

Deferred offering costs

0

289,437

Marketable securities held in Trust Account

258,773,105

0

TOTAL ASSETS $ 259,929,156 $ 397,038

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities

Accrued expenses
$
284,452

$
3,952

Accrued offering costs
5,000

222,038

Promissory note – related party
0

150,000

Total Current Liabilities 289,452 375,990

Warrant liabilities
15,084,375

0

Deferred underwriting fee payable
9,056,250

0

Total Liabilities 24,430,077 375,990

Commitments (Note 7)
0 0

Class A common stock subject to possible redemption; 25,875,000 and 0 shares at redemption value at September 30, 2021 and December 31, 2020, respectively

258,750,000

0

Stockholders’ (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding

0

0

Class A common stock, $0.0001 par value, 300,000,000 shares authorized; 0 shares issued and outstanding (excluding 25,875,000 and 0 shares subject to possible redemption) at September 30, 2021 and December 31, 2020
0 0
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 6,468,750 shares issued and outstanding at September 30, 2021 and December 31, 2020 ⁽¹⁾

647

647

Additional paid-in capital
0

24,353

Accumulated deficit
(23,251,568
)

(3,952
)
Total Stockholders’ (Deficit) Equity (23,250,921 ) 21,048
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY $ 259,929,156 $ 397,038

~~(1)~~

~~At December 31, 2020, included up to 843,750 shares subject to forfeiture if the over-allotment option were not exercised in full or in part by the underwriters (see Note 6).~~

	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	247,256		$	661,275
Prepaid expenses		278,155			302,159
Total Current Assets		525,411			963,434

Marketable securities held in Trust Account		258,803,175			258,778,573
TOTAL ASSETS	$	259,328,586		$	259,742,007

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses and accounts payable	$	1,715,309		$	1,746,660
Total Current Liabilities		1,715,309			1,746,660

Warrant liabilities		6,199,720			12,265,755
Deferred underwriting fee payable		9,056,250			9,056,250
Total Liabilities		16,971,279			23,068,665

Commitments (Note 6)		0			0

Class A common stock subject to possible redemption; $0.0001 par value; 25,875,000 shares at redemption value at March 31, 2022 and December 31, 2021		258,750,000			258,750,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding		0			0
Class A common stock, $0.0001 par value, 300,000,000 shares authorized; NaN issued and outstanding (excluding 25,875,000 shares subject to possible redemption) at March 31, 2022 and December 31, 2021		0			0
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 6,468,750 shares issued and outstanding at March 31, 2022 and December 31, 2021		647			647
Additional paid-in capital		0			0
Accumulated deficit		(16,393,340	)		(22,077,305	)
Total Stockholders’ Deficit		(16,392,693	)		(22,076,658	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	259,328,586		$	259,742,007

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,			Nine Months Ended September 30,			For the Period from August 25, 2020 (Inception) through September 30,			Three Months Ended March 31,
	2021			2021			2020			2022			2021

Operating and formation costs	$	249,741		$	718,226		$	659		$	406,672		$	189,500
Loss from operations		(249,741	)		(718,226	)		(659	)		(406,672	)		(189,500	)

Other income (expenses):
Change in fair value of warrant liabilities		7,441,625			(603,375	)		0			6,066,035			402,250
Transaction cost – warrants		0			(536,079	)		0
Transaction costs incurred in connection with the Initial Public Offering											0			(536,079	)
Interest earned on marketable securities held in Trust Account		3,330			23,105			0			24,602			10,562
Total other income (expenses), net		7,444,955			(1,116,349	)		0			6,090,637			(123,267	)

Net income (loss)	$	7,195,214		$	(1,834,575	)	$	(659	)	$	5,683,965		$	(312,767	)

Weighted-average shares outstanding, Class A common stock		25,875,000			23,126,374			0			25,875,000			17,537,500
Basic and diluted earnings (loss) per share, Class A common stock	$	0.22		$	(0.06	)	$	0
Basic and diluted income (loss) per share, Class A common stock										$	0.18		$	(0.01	)

Weighted-average shares outstanding, Class B common stock		6,468,750			6,379,121			5,625,000			6,468,750			6,196,875
Basic and diluted income (loss) per share, Class B common stock	$	0.22		$	(0.06	)	$	0		$	0.18		$	(0.01	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)~~EQUITY~~

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2022

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — January 1, 2022		0	$	0		6,468,750	$	647	$	0	$	(22,077,305	)	$	(22,076,658	)

Net income		—		0		—		0		0		5,683,965			5,683,965

Balance – March 31, 2022		0	$	0		6,468,750	$	647		0	$	(16,393,340	)	$	(16,392,693	)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2021

Class A
Common Stock

Class B
Common Stock

Additional
Paid-in
Accumulated
Total
Stockholders’

Shares Amount Shares Amount Capital Deficit Equity (Deficit)
Balance — January 1, 2021

0
$ 0 6,468,750
$ 647 $ 24,353 $ (3,952 ) $ 21,048

Accretion for Class A common stock subject to redemption amount
—

—
—
—
(2,033,353
)
(21,413,041 )
(23,446,394
)

Net loss —
0 —

0
0 (312,767 )
(312,767
)

Balance – March 31, 2021 (Restated)
0
0 6,468,750
647
0
(21,729,760 )
(21,729,113 )

Net Loss — 0 — 0 0 (8,717,022 ) (8,717,022 )

Balance – June 30, 2021 (Restated)
0
0 6,468,750

647
0
(30,446,782 )
(30,446,135 )

Net Income
— 0 — 0 0 7,195,214 7,195,214

Balance – September 30, 2021 0 $ 0 6,468,750 $ 647 $ 0 $ (23,251,568 ) $ (23,250,921 )

~~FOR THE PERIOD FROM AUGUST 25, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020~~

Class B
Common Stock
Additional
Paid-in
Accumulated
Total
Stockholders’

Shares Amount Capital Deficit Equity

Balance – August 25, 2020 (inception) 0
$ 0 $ 0 $ 0 $ 0

Issuance of Class B common stock to Sponsor 6,468,750 647 24,353 0 25,000

Net loss — 0 0 (659 ) (659 )
Balance – September 30, 2020 6,468,750 $
647 $ 24,353 $ (659 ) $ 24,341

	Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance — January 1, 2021		0	$	0		6,468,750	$	647	$	24,353		$	(3,952	)	$	21,048

Remeasurement for Class A common stock subject to redemption amount		—		—		—		—		(2,033,353	)		(21,413,041	)		(23,446,394	)

Cash paid in excess of fair value for private warrants		—		0		—		0		2,009,000			0			2,009,000

Net loss		—		0		—		0		0			(312,767	)		(312,767	)

Balance – March 31, 2021		0	$	0		6,468,750	$	647		0		$	(21,729,760	)	$	(21,729,113	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,			For The Period From August 25, 2020 (Inception) Through September 30,			Three Months Ended March 31,
	2021			2020			2022			2021
Cash Flows from Operating Activities:
Net loss	$	(1,834,575	)	$	(659	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income (loss)							$	5,683,965		$	(312,767	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(23,105	)		0			(24,602	)		(10,562	)
Change in fair value of warrant liabilities		603,375			0			(6,066,035	)		(402,250	)
Transaction costs incurred in connection with IPO		536,079			0			0			536,079
Changes in operating assets and liabilities:
Prepaid expenses		(419,230	)		0			24,004			(615,637	)
Accrued expenses		280,501			659
Accrued expenses and accounts payable								(31,351	)		115,483
Net cash used in operating activities		(856,955	)		0			(414,019	)		(689,654	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(258,750,000	)		0
Investment in Trust Account								0			(258,750,000	)
Net cash used in investing activities		(258,750,000	)		0			0			(258,750,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		253,575,000			25,000			0			253,575,000
Proceeds from sale of Private Placement Warrants		7,175,000			0			0			7,175,000
Proceeds from promissory note - related party		0			150,000
Repayment of promissory note – related party		(150,000	)		0			0			(150,000	)
Payment of offering costs		(363,825	)		(67,000	)		0			(313,613	)
Net cash provided by financing activities		260,236,175			108,000			0			260,286,387

Net Change in Cash		629,220			108,000			(414,019	)		846,733
Cash – Beginning of period		107,601			0			661,275			107,601
Cash – End of period	$	736,821		$	108,000		$	247,256		$	954,334

Non-Cash Investing and Financing Activities:
Offering costs included in accrued offering costs	$	5,000		$	162,392		$	0		$	55,212
Initial classification of Class A common stock subject to possible redemption	$	258,750,000		$	0		$	0		$	258,750,000
Deferred underwriting fee payable	$	9,056,250		$	0		$	0		$	9,056,250

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Fortistar Sustainable Solutions Corp. (the “Company”) was incorporated in Delaware on August 25, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~September 30, 2021,~~March 31, 2022, the Company had not commenced any operations. All activity through ~~September 30, 2021~~March 31, 2022 relates to the Company’s formation and ~~subsequent to the Initial Public Offering,~~ identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company ~~will generate~~generates non-operating income in the form of interest income from the ~~proceeds derived from~~marketable securities held in the ~~Initial Public Offering.~~Trust Account (as defined below) and the change in fair value of its warrant liabilities.

The registration statements for the Company’s Initial Public Offering were declared effective on January 26, 2021. On January 29, 2021, the Company consummated the Initial Public Offering of 25,875,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit, generating gross proceeds of $258,750,000, which is ~~described~~described in Note 4.

3. Each Unit consists of 1 share of Class A common stock, $0.0001 par value, and one half of one redeemable warrant (the “Public Warrants”).

Transaction costs amounted to $14,667,474, consisting of $5,175,000 of underwriting fees, $9,056,250 of deferred underwriting fees and $436,224 of other offering costs.

Following the closing of the Initial Public Offering on January 29, 2021, an amount of $258,750,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants ~~was~~were placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the ~~post Business~~post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully complete a Business Combination.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

Table of Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(Unaudited)

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6)5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.

~~Table of Contents~~

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by January 29, 2023 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination ~~Period.~~

Period (as defined below).

The Company will have until January 29, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (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 stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware 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 the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7)6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management is ~~currently~~continually monitoring and evaluating the potential impact of the COVID-19 pandemic and the Russia-Ukraine war on our Company, and thus far management of the Company has concluded that while it is reasonably possible that the virus and/or the Russia-Ukraine war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of ~~this uncertainty.~~

these uncertainties.

Table of Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(Unaudited)

Liquidity and ~~Capital Resources~~Going Concern

As of ~~September 30, 2021,~~March 31, 2022, the Company had ~~cash~~$247,256 in its operating bank account, $258,803,175 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith, and a working capital deficit of ~~$736,821~~$1,136,724, which excludes franchise and income taxes payable as such amounts can be paid from the interest earned on the Trust Account. As of March 31, 2022, $53,175 of the amount on deposit in the Trust Account represented interest income, which is available to be withdrawn to pay the Company’s tax obligations.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and ~~available~~evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for ~~working capital purposes~~travel expenditures, selecting the target business to acquire, and ~~working capital of $1,016,599.~~ structuring, negotiating and consummating the Business Combination.

The Company ~~does not believe it~~ will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in ~~order~~whatever amount they deem reasonable in their sole discretion, to meet the expenditures required for operating its business. However, if the 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,Company’s working capital needs. Accordingly, the Company may ~~have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need~~not be able to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination.financing. If the Company is unable to ~~complete~~raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the ~~Business Combination because~~pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it ~~does not have sufficient funds available,~~on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through January 29, 2023, the date that the Company will be ~~forced~~required to cease all operations, ~~and liquidate~~except for the ~~Trust Account. In addition, following~~purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the ~~Business combination, if cash on hand is insufficient,~~recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company ~~may need~~be unable to ~~obtain additional financing in order to meet its obligations.~~continue as a going concern.

~~NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS~~

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

~~The impact of the restatement on the Company’s financial statements is reflected in the following table.~~

Balance Sheet as of January 29, 2021 (audited) As Previously
Reported Adjustment As Restated
Class A common stock subject to possible redemption
$
231,797,570

$
26,952,430

$
258,750,000

Class A common stock
$
270

$
(270
)

$
0

Additional paid-in capital
$
5,539,119

$
(5,539,119
)

$
0

Accumulated deficit
$
(540,031
)

$
(21,413,041
)

$
(21,953,072
)
Total Stockholders’ Equity (Deficit)
$
5,000,005

$
(26,952,430
)

$
(21,952,425
)

Balance Sheet as of March 31, 2021 (unaudited)
Class A common stock subject to possible redemption $ 232,020,878 $ 26,729,122 $ 258,750,000
Class A common stock $ 267 $ (267 ) $ 0
Additional paid-in capital $ 5,315,813 $ (5,315,813 ) $ 0
Accumulated deficit $ (316,719 ) $ (21,413,041 ) $ (21,729,760 )
Total Stockholders’ Equity (Deficit) $ 5,000,008 $ (26,729,121 ) $ (21,729,113 )

Balance Sheet as of June 30, 2021 (unaudited)
Class A common stock subject to possible redemption $ 223,303,860 $ 35,446,140 $ 258,750,000
Class A common stock $ 354 $ (354 ) $ 0
Additional paid-in capital $ 14,032,744 $ (14,032,744 ) $ 0
Accumulated deficit $ (9,033,741 ) $ (21,413,041 ) $ (30,446,782 )
Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (35,446,139 ) $ (30,446,135 )

Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Sale of 25,875,000 Units, net of underwriter discounts and offering expenses $ 235,303,605 $ (235,303,605 ) $ 0
Cash paid in excess of fair value for private warrants $ 2,009,000 $ (2,009,000 ) $ 0
Initial value of common stock subject to redemption $ (232,020,878 ) $ 232,020,878 $ 0
Accretion for Class A common stock to redemption amount $ 0 $ (23,446,394 ) $ (23,446,394 )
Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (26,729,121 ) $ (21,729,113 )

Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
Change in value of Class A common stock subject to redemption $ 8,717,018 $ (8,717,018 ) $ 0
Total Shareholders’ Equity (Deficit) $ 5,000,004 $ (35,446,139 ) $ (30,446,135 )

Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classification of Class A common stock subject to possible redemption $ 246,278,570 $ (246,278,570 ) $ 0
Change in value of common stock subject to redemption $ (14,257,692 ) $ 14,257,692 $ 0

Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)
Initial classification of Class A common stock subject to possible redemption $ 246,278,570 $ (246,278,570 ) $ 0
Change in value of common stock subject to redemption $ (22,974,710 ) $ 22,974,710 $ 0

Statement of Operations For the Three Months Ended March 31, 2021
Weighted-average shares outstanding, Class A common stock 23,179,737 (5,642,257 ) 17,537,500
Basic and diluted loss per share, Class A common stock
$ 0 $ (0.01 ) $ (0.01 )
Weighted-average shares outstanding, Class B common stock 8,023,651 (1,826,776 ) 6,196,875
Basic and diluted loss per share, Class B common stock $ (0.04 ) $ 0.03 $ (0.01 )

Statement of Operations For the Three Months Ended June 30, 2021
Weighted-average shares outstanding, Class A common stock 23,201,141 2,673,859 $ 25,875,000
Basic and diluted loss per share, Class A common stock $ 0 $ (0.27 ) $ (0.27 )
Weighted-average shares outstanding, Class B common stock 9,142,609 (2,673,859 ) 6,468,750
Basic and diluted loss per share, Class B common stock $ (0.95 ) $ 0.68 $ (0.27 )

Statement of Operations For the Six Months Ended June 30, 2021
Weighted-average shares outstanding, Class A common stock 23,192,559 (1,463,277 ) 21,729,282
Basic and diluted loss per share, Class A common stock $ 0 $ (0.32 ) $ (0.32 )
Weighted-average shares outstanding, Class B common stock 8,586,221 (2,252,657 ) 6,333,654
Basic and diluted loss per share, Class B common stock $ (1.05 ) $ 0.73 $ (0.32 )

In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company.

~~There has been no change in the Company’s total assets, liabilities or operating results.~~

~~Table of Contents~~

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

NOTE 3.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s ~~prospectus for its Initial Public Offering~~Annual Report on Form 10-K as filed with the SEC on ~~January 26, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 29, 2021.~~March 30, 2022. The interim results for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021~~2022 or for any future periods.

~~Table of Contents~~

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(Unaudited)

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of ~~nine~~three months or less when purchased to be cash equivalents. The Company did 0t have any cash equivalents as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

Marketable Securities Held in Trust Account

At ~~September 30,~~March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”), Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at ~~September 30,~~March 31, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ ~~equity~~deficit section of the Company’s condensed balance ~~sheet.~~sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in capital and accumulated deficit.

At March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled as follows:


Gross proceeds	$	258,750,000
Less:
Proceeds allocated to Public Warrants		(9,315,000	)
Class A common stocks issuance costs		(14,131,394	)
Plus:
Remeasurement of carrying value to redemption value		23,446,394
Class A common stocks subject to possible redemption	$	258,750,000

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FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(Unaudited)

Gross proceeds $ 258,750,000
Less:
Proceeds allocated to Public Warrants $ (9,315,000 )
Class A common stocks issuance costs $ (14,131,394 )
Plus:
Accretion of carrying value to redemption value $ 23,446,394
Class A common stocks subject to possible redemption $ 258,750,000

The Company accounts for the ~~warrants~~Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at the end of each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in ~~our~~the condensed statements of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant ~~date.~~date (see Note 9).

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the nine months ended September 30, 2021, due to the valuation allowance recorded against the deferred tax assets arising from the Company’s net operating losses.

Net ~~income (loss)~~Income (Loss) per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating net income (loss) per common share. ~~Accretion~~Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value.

The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,112,500 shares of Class A common stocks in the aggregate. As of ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net income (loss) per common share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	Three Months Ended March 31,
	2022				2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	4,547,172	$	1,136,793	$	(231,106	)	$	(81,661	)
Denominator:
Basic and diluted weighted average shares outstanding		25,875,000		6,468,750		17,537,500			6,196,875
Basic and diluted net income (loss) per common share	$	0.18	$	0.18	$	(0.01	)	$	(0.01	)

Three Months Ended
September 30, 2021 Nine Months Ended
September 30, 2021 For the Period from July 31,
2020 (Inception) Through
September 30, 2020
Class A Class B Class A Class B Class A Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted $ 5,756,171 $ 1,439,043 $ (1,437,938 ) $ (396,637 ) $ 0 $ (659 )
Denominator:
Basic and diluted weighted average shares outstanding 25,875,000 6,468,750 23,126,374 6,379,121 0 5,625,000
Basic and diluted net income (loss) per common share $ 0.22 $ 0.22 $ (0.06 ) $ (0.06 ) $ 0 $ (0.00 )

~~Table of Contents~~

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective ~~January 1, 2022 and should be applied on a full or modified retrospective basis,~~for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption ~~permitted beginning on January 1, 2021.~~permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

NOTE 4.3. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 25,875,000 Units, inclusive of 3,375,000 Units sold to the underwriters on January 29, 2021 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of 1 share of Class A common stock and one-half of 1 redeemable ~~warrant (“Public Warrant”).~~warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 9)8).

NOTE 5.4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,175,000 Private Placement Warrants at a price of $1.00 per private Placement Warrant, for an aggregate purchase price of $7,175,000, in a private placement. Each Private Placement Warrant is exercisable to purchase 1 share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The difference between the initial fair value of $0.72 per share (or $5,166,000) of the Private Placement Warrants (see Note 9)8) and the purchase of $1.00 per share of $2,009,000 was recorded in additional paid-in capital.

~~Table of Contents~~

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

NOTE 6.5. RELATED PARTY TRANSACTIONS

Founder Shares

On August 31, 2020, the Company issued an aggregate of 5,750,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On January 26, 2021, the Company declared a stock dividend, which resulted in the issuance of 718,750 additional Founder Shares. Founder Shares issued and outstanding at ~~September 30, 2021~~March 31, 2022 aggregated to 6,468,750 shares. The Founder Shares included an aggregate of up to 843,750 shares of Class B common stock that were subject to forfeiture. As a result of the underwriters’ election to fully exercise their over-allotment option on January 29, 2021, 0 Founder Shares are currently subject to forfeiture.

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or earlier if (B) subsequent to a Business Combination, the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination.

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FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(Unaudited)

On January 14, 2021, FSSC Sponsor LLC transferred an aggregate of 25,000 shares of Class B Common Stock held by it to each independent director nominee (“Purchaser”) in consideration of the assignment of shares. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a 1-for-one basis subject to adjustment pursuant to certain anti-dilution rights.

If the Purchaser does not become a director of the Company at the time of the Company’s initial public offering, is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company, all of the Purchaser’s Shares shall be returned to the Sponsor.

The sale of the Founders Shares to the Company’s independent director’s nominees is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 75,000 shares granted to the Company’s independent director nominees was $534,750 or $7.13 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, 0 stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.

Administrative Services Agreement

The Company agreed, commencing on January 26, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, utilities, secretarial support and administrative services. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, the Company incurred $30,000 and ~~$80,968~~$20,968 in fees for these services, respectively, of which such amounts are included in accrued expenses in the accompanying condensed balance ~~sheet.~~

sheets.

Promissory Note — Related Party

On August 31, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $150,000 was repaid at the closing of the Initial Public Offering on January 29, 2021.

Borrowings under the Promissory Note are no longer available.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.As of March 31, 2022 and December 31, 2021 there were 0 Working Capital Loan amounts outstanding.

NOTE 7.6. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on January 26, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration and stockholder rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to 3 demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

(Unaudited)

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,056,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 8.7. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were 0 shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 300,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to 1 vote for each share. At ~~September 30,~~March 31, 2022 and December 31, 2021, there were 25,875,000 shares of common stock subject to possible redemption which are presented as temporary equity. ~~At December 31, 2020, there were 0 shares of Class A common stock issued or outstanding.~~

Class B Common Stock — The Company is authorized to issue 30,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to 1 vote for each share. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were 6,468,750 shares of Class B common stock issued and outstanding.

Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a 1-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Holders of the Founder Shares may also elect to convert its shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment.

NOTE 9.8. WARRANTS

At March 31, 2022 and December 31, 2021, there were 12,937,500 Public Warrants outstanding.~~Warrants~~ — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

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FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(Unaudited)

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~Table of Contents~~

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”)equals or exceeds $18.00 per share (as adjusted).

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and

if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted-average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

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FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(Unaudited)

At March 31, 2022 and December 31, 2021 there were 7,175,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

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~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

NOTE ~~10.~~9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	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.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at ~~September 30,~~March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		September 30, 2021		Level		March 31, 2022		December 31, 2021
Assets:
Marketable securities held in Trust Account		1	$	258,773,105		1	$	258,803,175	$	258,778,573

Liabilities:
Warrant Liability – Public Warrants		1		9,703,125		1		3,988,011		7,891,875
Warrant Liability – Private Placement Warrants		3		5,381,250		3		2,211,709		4,373,880

The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying ~~September 30, 2021~~ condensed balance ~~sheet.~~sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.

The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. As of ~~September 30, 2021,~~March 31, 2022, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

The Private Placement Warrants were valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the Public Warrants.

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FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(Unaudited)

The key inputs into the binomial lattice model for the Private Warrants ~~as of September 30, 2021~~ were as follows:

Input	March 31, 2022			December 31, 2021
Market price of public shares	$	9.79		$	9.71
Risk-free rate		2.45	%		1.18	%
Dividend yield		0.00	%		0.00	%
Volatility		6.7	%		12.9	%
Exercise price	$	11.50		$	11.50
Effective expiration date	June 26, 2026			June 26, 2026

Input

Market price of public shares $ 9.77
Risk-free rate 0.94 %
Dividend yield 0.00 %
Volatility 14.3 %
Exercise price $ 11.50
Effective expiration date
6/13/26

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~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

The following table presents the changes in the fair value of the Level 3 warrant liabilities for the ~~nine~~three months ended ~~September 30, 2021:~~March 31, 2022:

Private Placement Public Warrant Liabilities
Fair value as of January 1, 2021 $ 0 $ 0 $ 0
Initial measurement on January 29, 2021 5,166,000 9,315,000 14,481,000
Change in valuation inputs or other assumptions 215,250 (258,750 ) (43,500 )
Transfer to Level 1
0 (9,056,250 ) (9,056,250 )
Fair value as of September 30, 2021
$ 5,381,250 $ 0 $ 5,381,250

	Private Placement Warrants
Fair value as of January 1, 2022	$	4,373,880
Change in valuation inputs or other assumptions		(2,162,171	)
Fair value as of March 31, 2022	$	2,211,709

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. ~~The estimated~~There were 0 transfers in or out of Level 3 from other levels in the fair value ~~of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement~~hierarchy that occurred during the three months ended March 31, ~~2021 was $9,056,250,~~ ~~there were 0 other transfers that occurred during the nine months ended September 30, 2021.~~2022.

NOTE ~~11.~~10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this ~~report~~Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” ~~“us”~~“us,” “our” or the “Company” refer to Fortistar Sustainable Solutions Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to FSSC Sponsor LLC. References to our “Initial Public Offering” are to our initial public offering pursuant to the Registration Statement on Form S-1, declared effective on January 26, 2021 and consummated on January 29, 2021. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this ~~Form 10-Q~~Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the ~~Proposed~~proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the ~~Proposed~~proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~final prospectus for its Initial Public Offering~~Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2022 and Item 1A of Part II of this ~~Form 10-Q.~~Quarterly Report. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement of our financial statements as of January 29, 2021, March 31, 2021 and June 30, 2021. Management identified errors made in its historical financial statements where, at the closing of our Initial Public Offering, we improperly valued our Class A common stock subject to possible redemption. We previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s control. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

Overview

We are a blank check company formed under the laws of the State of Delaware on August 25, 2020 for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more ~~businesses.~~businesses (a “Business Combination”). We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 25, 2020 (inception) through ~~September 30, 2021~~March 31, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust ~~Account.~~Account and changes in fair value of the warrant liabilities. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended ~~September 30, 2021,~~March 31, 2022, we had a net income of ~~$7,195,214,~~$5,683,965, which consists of changes in fair value of warrant ~~liability~~liabilities of ~~$7,441,625~~$6,066,035 and interest earned on marketable securities held in Trust Account of ~~$3,330,~~$24,602, offset by operating ~~cost~~costs of ~~$249,741.~~$406,672.

For the ~~nine~~three months ended ~~September 30,~~March 31, 2021, we had a net loss of ~~$1,834,575,~~$312,767, which consists of operating costs of $189,500 and transaction costs of $536,079, ~~and~~offset by changes in fair value of warrant liability of ~~$603,375,~~$402,250 and interest earned on marketable securities held in Trust Account of ~~$23,105, offset by operating costs of $718,226.~~

~~For the period from August 25, 2020 (inception) through September 30, 2020, we had a net loss of $659, which consists of formation and operating costs.~~$10,562.

Liquidity and Capital Resources

On January 29, 2021, we consummated the Initial Public Offering of 25,875,000 Units at $10.00 per Unit, generating gross proceeds of $258,750,000, which is described in Note 4.3 to the condensed financial statements. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 7,175,000 Private Placement Warrant at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,175,000, which is described in Note 5.4.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Units, a total of $258,750,000 was placed in the Trust Account. We incurred $14,667,474 in Initial Public Offering related costs, including $5,175,000 of underwriting fees $9,056,250 of deferred underwriting fees and $436,224 of other offering costs.

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For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, cash used in operating activities was ~~$856,955.~~$414,019. Net ~~loss~~income of ~~$1,834,575~~$5,683,965 was affected by interest earned on marketable securities held in the Trust Account of ~~$23,105,~~$24,602 and changes in fair value of warrant liability of $6,066,035. Changes in operating assets and liabilities used $7,347 of cash for operating activities.

For the three months ended March 31, 2021, cash used in operating activities was $689,654. Net loss of $312,767 was affected by interest earned on marketable securities held in the Trust Account of $10,562, changes in warrant liability of ~~$603,375~~$402,250 and transaction costs allocable to warrant liability of $536,079. Changes in operating assets and liabilities used ~~$138,729~~$500,154 of cash for operating activities.

As of ~~September 30, 2021,~~March 31, 2022, we had marketable securities held in the Trust Account of ~~$258,773,105~~$258,803,175 (including ~~approximately $23,105~~$53,175 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through ~~September 30, 2021,~~March 31, 2022, we have not withdrawn any interest earned from the Trust Account.

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We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of ~~September 30, 2021,~~March 31, 2022, we had cash of ~~$736,821.~~$247,256. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.

Liquidity and Going Concern

We ~~do not believe we~~ will need to raise additional capital through loans or additional investments from our sponsor, stockholders, officers, directors, or third parties. Our officers, directors and sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in ~~order~~whatever amount they deem reasonable in their sole discretion, 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,working capital needs. Accordingly, we may ~~have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need~~not be able to obtain additional ~~financing either~~financing. If we are unable 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~~raise additional capital, we may ~~issue~~be required to take additional ~~securities~~measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through January 23, 2023, the date that we will be required to cease all operations, except for the purpose of winding up, if a business combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or ~~incur debt in connection with such Business Combination.~~the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~September 30, 2021.~~March 31, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of one of our executive officers a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on January 26, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

The underwriters are entitled to a deferred fee of $0.35 per share, or $9,056,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies/Estimates

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

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Warrant Liabilities

The Company accounts for ~~the~~its warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company’s classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our condensed statements of operations.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ ~~equity~~deficit section of our condensed balance ~~sheet.~~sheets.

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Net Income (Loss) Per Common Share

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. We apply the two-class method in calculating net income (loss) per common share. ~~Accretion~~Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective ~~January 1, 2022 and should be applied on a full or modified retrospective basis.~~for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls 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 the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Under~~As required by Rules 13a-15 and 15d-15 under the ~~supervision~~Exchange Act, our Chief Executive Officer and ~~with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted~~Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~the end of the fiscal quarter ended September 30, 2021, as such term is defined in Rules 13a-15(e)~~March 31, 2022. Based upon their evaluation, our Chief Executive Officer and 15d-15(e) under the Exchange Act. Based on this evaluation and in light of the material weakness in internal controls described below, our principal executive officer and principal financial and accounting officer haveChief Financial Officer concluded that ~~during the period covered by this report,~~ our disclosure controls and procedures were not effective, due ~~solely~~ to the material weakness in our internal control over financial reporting related to ~~the Company’s~~our accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. GAAP. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations, and cash flows for the periods presented.

Management has implemented remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We have improved this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

Changes in Internal Control over Financial Reporting

~~Other than as noted above, during the fiscal quarter ended September 30, 2021, there has been~~18

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There were no ~~change~~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 ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting. ~~Management has identified a material weakness in internal controls~~ related to the Company’s accounting for complex financial instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by 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.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

None

Item 1A.

Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report ~~include~~are any of the ~~risk factors described~~risks disclosed in ~~the final prospectus for~~ our ~~Initial Public Offering~~Annual Report on Form 10-K, which was filed with the ~~SEC. As~~SEC on March 30, 2022. Any of ~~the date~~these factors could result in a significant or material adverse effect on our results of ~~this Quarterly Report, there have been no material changes to~~operations or financial condition.

The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our ~~final prospectus for our Initial Public Offering~~Annual Report on Form 10-K, which was filed with the SEC ~~except~~on March 30, 2022.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our Business Combination and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of our operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our Business Combination and results of operations.

On March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940 (the “Investment Company Act”). The 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our Business Combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

restrictions on the nature of our investments;

restrictions on the issuance of securities; and

restrictions on the enforceability of agreements entered into by us, each of which may make it difficult for us to complete our Business Combination.

In addition, we may have imposed upon us burdensome requirements, including:

registration as an investment company with the SEC (which may be impractical and would require significant changes in, among other things, our capital structure);

adoption of a specific form of corporate structure; and

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a Business Combination and thereafter to operate the post-transaction business or assets for the ~~below:~~long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

The 2022 Proposed Rules under the Investment Company Act would provide a safe harbor for SPACs from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require a SPAC to file a Current Report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination no later than 18 months after the effective date of the SPAC’s registration statement for its initial public offering. The SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of its registration statement for its initial public offering. Although the 2022 Proposed Rules, including the proposed safe harbor rule, have not yet been adopted, there is substantial uncertainty regarding the applicability of the Investment Company Act to a SPAC that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule or otherwise falls outside of the other provisions of the safe harbor.

We do not believe that our principal activities currently would cause us to be deemed an investment company or subject us to regulation under the Investment Company Act. Although the 2022 Proposed Rules, including the proposed safe harbor rule, have not yet been adopted, and one or more elements of the 2022 Proposed Rules, including the proposed safe harbor rule, may not be adopted or may be adopted in a revised form, we do not have an agreement in place with a target for a Business Combination. Accordingly, we may not be able to complete our Business Combination within the 24-month period. If the 2022 Proposed Rules are adopted as proposed or in similar form, therefore, we may fall outside of the proposed safe harbor and the SEC could deem us to be subject to regulation as an investment company for purposes of the Investment Company Act. Nevertheless, we intend to comply with the terms of the proposed safe harbor rule, including the duration component of that rule. As a result, we do not believe that the SEC would deem us to be an investment company for purposes of the Investment Company Act. However, if we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate a Business Combination. If we are unable to complete our Business Combination within the required period, we will redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, subject to certain adjustments. In such an event, our public shareholders may receive less than $10.00 per share upon such a distribution.

2019

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~~Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results in the future.~~

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing the Company’s warrants. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. As a result, included on our consolidated balance sheet as of September 30, 2021 are derivative liabilities related to embedded features contained within our warrants. ASC 815 provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations. As a result of the recurring fair value measurement, our consolidated financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

We have identified a material weakness in our internal control over financial reporting as of September 30, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following this issuance of the SEC Statement our management and our audit committee concluded that, in light of the SEC Statement, we identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We, and following our initial business combination, the post-business combination company, may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of the material weakness in our internal controls over financial reporting described above, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Form 10-Q, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

On January 29, 2021, we consummated the Initial Public Offering of 25,875,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $258,750,000. Credit Suisse Securities LLC and BofA Securities, Inc. acted as joint book-running managers of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-251922). The Securities and Exchange Commission declared the registration statements effective on January 26, 2021.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,175,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to FSSC Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,175,000. Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”). Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

On January 29, 2021, the underwriters exercised their over-allotment option in full, resulting in the sale of an additional 3,375,000 Units for gross proceeds of $33,750,000, less the underwriters’ discount of $675,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 675,000 Private Units at $1.00 per Private Unit, generating total proceeds of $675,000. A total of $33,750,000 was deposited into the Trust Account.None

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Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Placement Warrants, an aggregate of $258,750,000 was placed in the Trust Account.

~~We paid a total of $5,175,000 in cash underwriting discounts and commissions, $9,056,250 in deferred underwriting fees and $436,224 for other costs and expenses related to the Initial Public Offering.~~

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.~~

Item 3.

Defaults Upon Senior Securities

None

Item 4.

Mine Safety Disclosures

None

Item 5.

Other Information

None

Item 6.

Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		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
31.2*		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
32.1*		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
32.2*		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.

2221

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FORTISTAR SUSTAINABLE SOLUTIONS CORP.

Date: ~~November 16, 2021~~May 13, 2022	By:	/s/ Nadeem Nisar
	Name:	Nadeem Nisar
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 16, 2021~~May 13, 2022	By:	/s/ Scott Contino
	Name:	Scott Contino
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

2322

			Page
Part I. Financial Information
	Item 1. Financial Statements		1
		Condensed Balance Sheets as of ~~September 30, 2021~~March 31, 2022 (Unaudited) and December 31, ~~2020~~2021	1
		Condensed Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 (Unaudited) ~~and for the period from August 25, 2020 (inception) through September 30, 2020~~	2
		Condensed Statements of Changes in Stockholders’ Equity (Deficit) ~~Equity~~ for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 (Unaudited) ~~and for the period from August 25, 2020 (inception) through September 30, 2020~~	3
		Condensed Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2022 and 2021 (Unaudited) ~~and for the period from August 25, 2020 (inception) through September 30, 2020~~	4
		Notes to Condensed Financial Statements	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1816
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		2018
	Item 4. Controls and Procedures		2018
Part II. Other Information
	Item 1. Legal Proceedings		2019
	Item 1A. Risk Factors		2019
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		2120
	Item 3. Defaults Upon Senior Securities		2221
	Item 4. Mine Safety Disclosures		2221
	Item 5. Other Information		2221
	Item 6. Exhibits		2221
Part III. Signatures			2322

	September 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	736,821		$	107,601
Prepaid expenses		419,230			0
Total Current Assets		1,156,051			107,601

Deferred offering costs		0			289,437
Marketable securities held in Trust Account		258,773,105			0
TOTAL ASSETS	$	259,929,156		$	397,038

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accrued expenses	$	284,452		$	3,952
Accrued offering costs		5,000			222,038
Promissory note – related party		0			150,000
Total Current Liabilities		289,452			375,990

Warrant liabilities		15,084,375			0
Deferred underwriting fee payable		9,056,250			0
Total Liabilities		24,430,077			375,990

Commitments (Note 7)		0			0

Class A common stock subject to possible redemption; 25,875,000 and 0 shares at redemption value at September 30, 2021 and December 31, 2020, respectively		258,750,000			0

Stockholders’ (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding		0			0
Class A common stock, $0.0001 par value, 300,000,000 shares authorized; 0 shares issued and outstanding (excluding 25,875,000 and 0 shares subject to possible redemption) at September 30, 2021 and December 31, 2020		0			0
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 6,468,750 shares issued and outstanding at September 30, 2021 and December 31, 2020 ⁽¹⁾		647			647
Additional paid-in capital		0			24,353
Accumulated deficit		(23,251,568	)		(3,952	)
Total Stockholders’ (Deficit) Equity		(23,250,921	)		21,048
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	259,929,156		$	397,038

Balance Sheet as of January 29, 2021 (audited)	As Previously Reported			Adjustment			As Restated
Class A common stock subject to possible redemption	$	231,797,570		$	26,952,430		$	258,750,000
Class A common stock	$	270		$	(270	)	$	0
Additional paid-in capital	$	5,539,119		$	(5,539,119	)	$	0
Accumulated deficit	$	(540,031	)	$	(21,413,041	)	$	(21,953,072	)
Total Stockholders’ Equity (Deficit)	$	5,000,005		$	(26,952,430	)	$	(21,952,425	)

Balance Sheet as of March 31, 2021 (unaudited)
Class A common stock subject to possible redemption	$	232,020,878		$	26,729,122		$	258,750,000
Class A common stock	$	267		$	(267	)	$	0
Additional paid-in capital	$	5,315,813		$	(5,315,813	)	$	0
Accumulated deficit	$	(316,719	)	$	(21,413,041	)	$	(21,729,760	)
Total Stockholders’ Equity (Deficit)	$	5,000,008		$	(26,729,121	)	$	(21,729,113	)

Balance Sheet as of June 30, 2021 (unaudited)
Class A common stock subject to possible redemption	$	223,303,860		$	35,446,140		$	258,750,000
Class A common stock	$	354		$	(354	)	$	0
Additional paid-in capital	$	14,032,744		$	(14,032,744	)	$	0
Accumulated deficit	$	(9,033,741	)	$	(21,413,041	)	$	(30,446,782	)
Total Stockholders’ Equity (Deficit)	$	5,000,004		$	(35,446,139	)	$	(30,446,135	)


Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Sale of 25,875,000 Units, net of underwriter discounts and offering expenses	$	235,303,605		$	(235,303,605	)	$	0
Cash paid in excess of fair value for private warrants	$	2,009,000		$	(2,009,000	)	$	0
Initial value of common stock subject to redemption	$	(232,020,878	)	$	232,020,878		$	0
Accretion for Class A common stock to redemption amount	$	0		$	(23,446,394	)	$	(23,446,394	)
Total Shareholders’ Equity (Deficit)	$	5,000,008		$	(26,729,121	)	$	(21,729,113	)

Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
Change in value of Class A common stock subject to redemption	$	8,717,018		$	(8,717,018	)	$	0
Total Shareholders’ Equity (Deficit)	$	5,000,004		$	(35,446,139	)	$	(30,446,135	)

Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classification of Class A common stock subject to possible redemption	$	246,278,570		$	(246,278,570	)	$	0
Change in value of common stock subject to redemption	$	(14,257,692	)	$	14,257,692		$	0

Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)
Initial classification of Class A common stock subject to possible redemption	$	246,278,570		$	(246,278,570	)	$	0
Change in value of common stock subject to redemption	$	(22,974,710	)	$	22,974,710		$	0

Statement of Operations For the Three Months Ended March 31, 2021
Weighted-average shares outstanding, Class A common stock		23,179,737			(5,642,257	)		17,537,500
Basic and diluted loss per share, Class A common stock	$	0		$	(0.01	)	$	(0.01	)
Weighted-average shares outstanding, Class B common stock		8,023,651			(1,826,776	)		6,196,875
Basic and diluted loss per share, Class B common stock	$	(0.04	)	$	0.03		$	(0.01	)

Statement of Operations For the Three Months Ended June 30, 2021
Weighted-average shares outstanding, Class A common stock		23,201,141			2,673,859		$	25,875,000
Basic and diluted loss per share, Class A common stock	$	0		$	(0.27	)	$	(0.27	)
Weighted-average shares outstanding, Class B common stock		9,142,609			(2,673,859	)		6,468,750
Basic and diluted loss per share, Class B common stock	$	(0.95	)	$	0.68		$	(0.27	)

Statement of Operations For the Six Months Ended June 30, 2021
Weighted-average shares outstanding, Class A common stock		23,192,559			(1,463,277	)		21,729,282
Basic and diluted loss per share, Class A common stock	$	0		$	(0.32	)	$	(0.32	)
Weighted-average shares outstanding, Class B common stock		8,586,221			(2,252,657	)		6,333,654
Basic and diluted loss per share, Class B common stock	$	(1.05	)	$	0.73		$	(0.32	)

	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021								For the Period from July 31, 2020 (Inception) Through September 30, 2020
	Class A			Class B			Class A				Class B				Class A			Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted		$	5,756,171		$	1,439,043		$	(1,437,938	)		$	(396,637	)		$	0		$	(659	)
Denominator:
Basic and diluted weighted average shares outstanding			25,875,000			6,468,750			23,126,374				6,379,121				0			5,625,000
Basic and diluted net income (loss) per common share		$	0.22		$	0.22		$	(0.06	)		$	(0.06	)		$	0		$	(0.00	)

Input
Market price of public shares		$	9.77
Risk-free rate			0.94	%
Dividend yield			0.00	%
Volatility			14.3	%
Exercise price		$	11.50
Effective expiration date	6/13/26

	Private Placement		Public			Warrant Liabilities
Fair value as of January 1, 2021	$	0	$	0		$	0
Initial measurement on January 29, 2021		5,166,000		9,315,000			14,481,000
Change in valuation inputs or other assumptions		215,250		(258,750	)		(43,500	)
Transfer to Level 1		0		(9,056,250	)		(9,056,250	)
Fair value as of September 30, 2021	$	5,381,250	$	0		$	5,381,250