SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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

For the fiscal year ended December 31, 2022

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

For the transition period from to .

CORSAIR PARTNERING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands	001-40285	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

717 5th Avenue, 24th Floor New York, New York (Address of principal executive offices)		10022 (Zip Code)

(212) 224-9400

(Registrant’s telephone number, including area code)

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

Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Class A Ordinary Shares, par value $0.0001	CORS	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CORS. WS	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	CORS.U	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☐ (Do not check if a smaller reporting company)	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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s Class A ordinary shares on June 30, 2022, as reported by the New York Stock Exchange on such date, was $271,911,200. As of March 15, 2023, 28,090,000 Class A ordinary shares, par value $0.0001 per share, 250,000 Class B ordinary shares, par value $0.0001 per share, and 1,404,500 Class F ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment No. 1”) to the Annual Report on Form 10-K of Corsair Partnering Corporation (the “Company”) for the period ended December 31, 2022, originally filed with the Securities and Exchange Commission on March 30, 2023, is being filed solely to correct a typographical error with the issue date of the report provided by the Company’s independent auditor WithumSmith+Brown, PC. Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, we have repeated the entire text of Item 8 of the Form 10-K in this Amendment No. 1. However, there have been no changes to the text of such item other than the change in the date of the auditor’s report.

In addition, the Company is including in this Amendment No. 1 currently dated certifications from its Chief Executive Officer and Chief Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 31.2 and Exhibits 32.1 and 32.2, respectively.

Except as expressly set forth above, this Amendment No. 1 speaks as of the original filing date of the Form 10-K, and does not reflect events that may have occurred subsequent to that date, nor does it modify or update in any way disclosure made in the original Form 10-K.

TABLE OF CONTENTS

		Page

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	2
ITEM 15.	EXHIBITS, FINANCIAL STATEMENTS SCHEDULES	3
ITEM 16.	FORM 10-K SUMMARY	5

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021).

4.1		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated herein by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2022).

4.2		Warrant Agreement, dated June 30, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021).

10.1		Letter Agreement, dated June 30, 2021, among the Company and its officers and directors and Corsair Partnering Sponsor LP (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021).

10.2		Investment Management Trust Agreement, dated June 30, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021).

10.3		Registration and Shareholder Rights Agreement, dated June 30, 2021, between the Company and certain security holders (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021).

10.4		Private Placement Warrants Purchase Agreement, dated June 30, 2021, between the Company and the Sponsor (incorporated herein by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021).

10.5		Administrative Services Agreement, dated June 30, 2021, between the Company and Corsair Partnering Sponsor LP (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021).

10.6		Forward Purchase Agreement, dated June 30, 2021, between the Company and Corsair V Financial Services Capital Partners, L.P. (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021).

31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer (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 Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

April 14, 2023
	CORSAIR PARTNERING CORPORATION

	By:	/s/ D.T. Ignacio Jayanti
		Name:	D.T. Ignacio Jayanti
		Title:	Chief Executive Officer

	Page
Report of Independent Registered Public Accounting Firm	F-2
Financial Statements	F-3
Balance Sheets as of December 31, 2022 and 2021	F-3
Statements of Operations for the year ended December 31, 2022 and for the period from January 1, 2021 (commencement of operations) through December 31, 2021	F-4
Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2022 and for the period from January 1, 2021 (commencement of operations) through December 31, 2021	F-5
Statements of Cash Flows for the year ended December 31, 2022 and for the period from January 1, 2021 (commencement of operations) through December 31, 2021	F-6
Notes to Financial Statements	F-7

	December 31,
	2022			2021
Assets:
Current assets:
Cash	$	306,665		$	881,821
Prepaid expenses		201,875			605,633
Total current assets		508,540			1,487,454
Investments held in Trust Account		285,226,827			280,950,832
Total Assets	$	285,735,367		$	282,438,286

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	2,213		$	142,310
Accrued expenses		459,050			198,520
Due to related party		86,000			2,581
Total current liabilities		547,263			343,411
Derivative warrant liabilities		4,875,860			14,977,206
Deferred underwriting commissions in connection with the initial public offering		9,831,500			9,831,500
Total liabilities		15,254,623			25,152,117

Commitments and Contingencies

Class A ordinary shares subject to possible redemption; $0.0001 par value; 28,090,000 shares at redemption value at approximately $10.15 and $10.00 per share as of December 31, 2022 and 2021, respectively		285,126,827			280,900,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021		-			-
Class A ordinary shares, $0.0001 par value; 380,000,000 shares authorized; no non-redeemable shares issued or outstanding as of December 31, 2022 and 2021		-			-
Class B ordinary shares, $0.0001 par value; 1,000,000 shares authorized; 250,000 shares issued and outstanding as of December 31, 2022 and 2021		25			25
Class F ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 1,404,500 shares issued and outstanding as of December 31, 2022 and 2021		141			141
Additional paid-in capital		-			-
Accumulated deficit		(14,646,249	)		(23,613,997	)
Total shareholders’ deficit		(14,646,083	)		(23,613,831	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	285,735,367		$	282,438,286

	For the Year Ended December 31, 2022			For the Period from January 1, 2021 (Commencement of Operations) through December 31, 2021

General and administrative expenses	$	1,182,766		$	739,299
Loss from operations		(1,182,766	)		(739,299	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		10,101,346			(591,013	)
Offering costs associated with derivative warrant liabilities		-			(535,399	)
Income from investments held in Trust Account		4,275,995			50,832
Net income (loss)	$	13,194,575		$	(1,814,879	)

Weighted average number of shares outstanding of Class A ordinary shares, basic and diluted		28,090,000			13,699,452
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.44		$	(0.12	)
Weighted average number of shares outstanding of Class B ordinary shares, basic and diluted		250,000			245,205
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.44		$	(0.12	)
Weighted average number of shares outstanding of Class F ordinary shares, basic and diluted		1,404,500			1,297,986
Basic and diluted net income (loss) per share, Class F ordinary shares	$	0.44		$	(0.12	)

	Ordinary shares														Additional						Total
	Class A				Class B				Class F						Paid-In			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance - January 1, 2021		-	$	-		-	$	-		-		$	-		$	-		$	-		$	-
Issuance of Class B ordinary shares to Sponsor		-		-		250,000		25		-			-			18,725			-			18,750
Issuance of Class F ordinary shares to Sponsor		-		-		-		-		1,437,500			144			6,106			-			6,250
Excess of cash received over fair value of private placement warrants		-		-		-		-		-			-			2,814,240			-			2,814,240
Forfeiture of Class F ordinary shares		-		-		-		-		(33,000	)		(3	)		3			-			-
Accretion of Class A ordinary shares subject to possible redemption amount		-		-		-		-		-			-			(2,839,074	)		(21,799,118	)		(24,638,192	)
Net loss		-		-		-		-		-			-			-			(1,814,879	)		(1,814,879	)
Balance - December 31, 2021		-		-		250,000		25		1,404,500			141			-			(23,613,997	)		(23,613,831	)
Increase in redemption value of Class A ordinary shares subject to possible redemption		-		-		-		-		-			-			-			(4,226,827	)		(4,226,827	)
Net income		-		-		-		-		-			-			-			13,194,575			13,194,575
Balance - December 31, 2022		-	$	-		250,000	$	25		1,404,500		$	141		$	-		$	(14,646,249	)	$	(14,646,083	)

	For the Year Ended December 31, 2022			For the Period from January 1, 2021 (Commencement of Operations) through December 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	13,194,575		$	(1,814,879	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B and Class F ordinary shares		-			25,000
Offering costs associated with derivative warrant liabilities		-			535,399
Income on investments from Trust Account		(4,275,995	)		(50,832	)
Due to related party		83,419			2,581
Change in fair value of derivative warrant liabilities		(10,101,346	)		591,013
Changes in operating assets and liabilities:
Prepaid expenses		403,758			(605,633	)
Accounts payable		(140,097	)		142,310
Accrued expenses		345,530			113,520
Net cash used in operating activities		(490,156	)		(1,061,521	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		-			(280,900,000	)
Net cash used in investing activities		-			(280,900,000	)

Cash Flows from Financing Activities:
Loan proceeds received from related party		-			981,047
Repayment of loan to related party		-			(981,047	)
Proceeds received from initial public offering, gross		-			280,900,000
Proceeds received from private placement		-			8,118,000
Offering costs paid		(85,000	)		(6,174,658	)
Net cash provided by (used in) financing activities		(85,000	)		282,843,342

Net change in cash		(575,156	)		881,821

Cash - beginning of the year		881,821			-
Cash - end of the year	$	306,665		$	881,821

Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	-		$	85,000
Offering cost paid by related party under promissory note	$	-		$	9,831,500

	For the Year Ended December 31, 2022						For the Period from January 1, 2021 (Commencement of Operations) through December 31, 2021
	Class A		Class B		Class F		Class A			Class B			Class F
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)	$	12,460,644	$	110,899	$	623,032	$	(1,631,138	)	$	(29,196	)	$	(154,546	)

Denominator:
Basic and diluted weighted average ordinary shares outstanding		28,090,000		250,000		1,404,500		13,699,452			245,205			1,297,986

Basic and diluted net income (loss) per ordinary share	$	0.44	$	0.44	$	0.44	$	(0.12	)	$	(0.12	)	$	(0.12	)

Gross proceeds	$	280,900,000
Less:
Fair value of Public Warrants at issuance		(9,082,433	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(15,555,759	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		24,638,192
Class A ordinary shares subject to possible redemption at December 31, 2021		280,900,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		4,226,827
Class A ordinary shares subject to possible redemption at December 31, 2022	$	285,126,827

	December 31, 2021
Exercise price	$	11.50
Stock price	$	9.76
Volatility		15.2	%
Term (years)		5.5
Risk-free rate		1.30	%
Dividend yield		0.0	%

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities⁽¹⁾	$	285,226,827	$	-	$	-
Liabilities:
Derivative warrant liabilities - Public warrants	$	3,089,900	$	-	$	-
Derivative warrant liabilities - Private placement warrants	$	-	$	1,785,960	$	-

SEC Form 10-K/A filed by Corsair Partnering Corporation (Amendment)