UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the period ended June 30, 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 Fifth Avenue, 24th Floor New York, New York		10022
(Address of principal executive offices)		(Zip Code)

(212) 224-9400

Registrant’s telephone number, including area code:

Not Applicable

(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	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

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 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, smaller reporting company, or an emerging growth company. See the 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 August 12, 2022, 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.

CORSAIR PARTNERING CORPORATION

Form 10-Q

For the Period Ended June 30, 2022

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022, the Three Months Ended June 30, 2021 and for the Period from January 1, 2021 (Commencement of Operations) Through June 30, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022, the Three Months Ended June 30, 2021 and for the Period from January 1, 2021 (Commencement of Operations) Through June 30, 2021	3
	Unaudited Condensed Statements of Cash Flows for the Six Months ended June 30, 2022 and for the Period from January 1, 2021 (Commencement of Operations) Through June 30, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures (as restated)	27
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
Signatures		30

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements

CORSAIR PARTNERING CORPORATION

CONDENSED BALANCE SHEETS

	June 30, 2022			December 31, 2021
Assets:	(Unaudited)
Current assets:
Cash	$	492,030		$	881,821
Prepaid expenses		393,750			605,633
Total current assets		885,780			1,487,454
Investments held in Trust Account		281,292,753			280,950,832
Total Assets	$	282,178,533		$	282,438,286

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	8,591		$	142,310
Accrued expenses		392,236			198,520
Due to related party		79,953			2,581
Total current liabilities		480,780			343,411
Derivative warrant liabilities		2,955,067			14,977,206
Deferred underwriting commissions in connection with the initial public offering		9,831,500			9,831,500
Total liabilities		13,267,347			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 $10.01 and $10.00 per share as of June 30, 2022 and December 31, 2021, respectively		281,192,753			280,900,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2022 and December 31, 2021		-			-
Class A ordinary shares, $0.0001 par value; 380,000,000 shares authorized; no non-redeemable shares issued or outstanding as of June 30, 2022 and December 31, 2021		-			-
Class B ordinary shares, $0.0001 par value; 1,000,000 shares authorized; 250,000 shares issued and outstanding as of June 30, 2022 and December 31, 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 June 30, 2022 and December 31, 2021		141			141
Additional paid-in capital		-			-
Accumulated deficit		(12,281,733	)		(23,613,997	)
Total shareholders’ deficit		(12,281,567	)		(23,613,831	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	282,178,533		$	282,438,286

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

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CORSAIR PARTNERING CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

										From the Period
										from January 1,
										2021
										(Commencement
	For the Three Months Ended						For the Six			of Operations)
	June 30,						Months Ended			through
	2022			2021			June 30, 2022			June 30, 2021

General and administrative expenses	$	308,023		$	10,597		$	739,043		$	44,617
Loss from operations		(308,023	)		(10,597	)		(739,043	)		(44,617	)
Other income:
Change in fair value of derivative warrant liabilities		3,250,573			-			12,022,139			-
Income from investments held in Trust Account		276,457			-			341,921			-
Net income (loss)	$	3,219,007		$	(10,597	)	$	11,625,017		$	(44,617	)

Weighted average number of shares outstanding of Class A ordinary shares, basic and diluted		28,090,000			-			28,090,000			-
Basic and diluted net income per share, Class A ordinary shares	$	0.11		$	-		$	0.39		$	-
Weighted average number of shares outstanding of Class B ordinary shares, basic and diluted		250,000			250,000			250,000			240,331
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.11		$	(0.01	)	$	0.39		$	(0.03	)
Weighted average number of shares outstanding of Class F ordinary shares, basic and diluted		1,404,500			1,250,000			1,404,500			1,201,657
Basic and diluted net income (loss) per share, Class F ordinary shares	$	0.11		$	(0.01	)	$	0.39		$	(0.03	)

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

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CORSAIR PARTNERING CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

	Ordinary shares
	Class A				Class B				Class F				Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		-	$	-		250,000	$	25		1,404,500	$	141	$	-	$	(23,613,997	)	$	(23,613,831	)
Net income		-		-		-		-		-		-		-		8,406,010			8,406,010
Balance - March 31, 2022 (unaudited)		-		-		250,000		25		1,404,500		141		-		(15,207,987	)		(15,207,821	)
Net income		-		-		-		-		-		-		-		3,219,007			3,219,007
Increase in redemption value of Class A ordinary shares subject to possible redemption		-		-		-		-		-		-		-		(292,753	)		(292,753	)
Balance - June 30,2022 (unaudited)		-	$	-		250,000	$	25		1,404,500	$	141	$	-	$	(12,281,733	)	$	(12,281,567	)

FOR THE PERIOD FROM JANUARY 1, 2021

(COMMENCEMENT OF OPERATIONS) THROUGH JUNE 30, 2021

	Ordinary shares
	Class A				Class B				Class F				Additional Paid-In		Accumulated			Total 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⁾		-		-		-		-		1,437,500		144		6,106		-			6,250
Net loss		-		-		-		-		-		-		-		(34,020	)		(34,020	)
Balance - March 31, 2021 (unaudited)		-		-		250,000		25		1,437,500		144		24,831		(34,020	)		(9,020	)
Net loss		-		-		-		-		-		-		-		(10,597	)		(10,597	)
Balance - June 30, 2021 (unaudited)		-	$	-		250,000	$	25		1,437,500	$	144	$	24,831	$	(44,617	)	$	(19,617	)

(1)

This number includes up to 187,500 shares of Class F ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On July 15, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,090,000 Units. Subsequently, the Sponsor forfeited 33,000 Class F ordinary shares.

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

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CORSAIR PARTNERING CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the Six Months Ended June 30, 2022			For the Period from January 1, 2021 (Commencement of Operations) through June 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	11,625,017		$	(44,617	)
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
General and administrative expenses paid by related party under promissory note		-			16,113
Income on investments from Trust Account		(341,921	)		-
Due to related party		77,372			-
Change in fair value of derivative warrant liabilities		(12,022,139	)		-
Changes in operating assets and liabilities:
Prepaid expenses		211,883			-
Accounts payable		(133,719	)		3,504
Accrued expenses		193,716			-
Net cash used in operating activities		(389,791	)		-

Cash Flows from Financing Activities:
Proceeds from note payable to related party		-			25,100
Net cash provided by financing activities		-			25,100

Net change in cash		(389,791	)		25,100

Cash - beginning of the period		881,821			-
Cash - end of the period	$	492,030		$	25,100

Supplemental disclosure of noncash financing activities:
Offering costs included in accounts payable	$	-		$	23,175
Offering costs included in accrued expenses	$	-		$	370,000
Offering cost paid by related party under promissory note	$	-		$	144,771

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

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CORSAIR PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS

Incorporation

Corsair Partnering Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on December 29, 2020 and commenced operations on January 1, 2021.

Sponsor

The Company’s Sponsor is Corsair Partnering Sponsor LP, a Cayman Islands limited partnership (the “Sponsor”). On January 8, 2021, an affiliate of the Company temporarily subscribed for (a) 2,300,000 Founder Shares (as defined in Note 4) in exchange for a capital contribution of $6,250, or approximately $0.0027 per share and (b) 120,000 Performance Shares (as defined in Note 4) for a capital contribution of $18,750, or approximately $0.1563 per share and on January 21, 2021 (x) exchanged 130,000 Founder Shares on a one for one basis for Performance Shares and (y) surrendered 157,500 Founder Shares. Such Founder Shares and Performance Shares were assigned to the Sponsor on January 28, 2021. On April 30, 2021, the Sponsor surrendered 575,000 Founder Shares for

SEC Form 10-Q filed by Corsair Partnering Corporation