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 September 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 November 14, 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 September 30, 2022

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the Three Months Ended September 30, 2022 and 2021, for the Nine Months Ended September 30, 2022 and for the Period from January 1, 2021 (Commencement of Operations) Through September 30, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022, for the Three Months Ended September 30, 2021 and for the Period from January 1, 2021 (Commencement of Operations) Through September 30, 2021	3
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and for the Period from January 1, 2021 (Commencement of Operations) Through September 30, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures (as restated)	29
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29
Signatures		31

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements

CORSAIR PARTNERING CORPORATION

CONDENSED BALANCE SHEETS

	September 30, 2022			December 31, 2021
Assets:	(Unaudited)
Current assets:
Cash	$	358,221		$	881,821
Prepaid expenses		302,812			605,633
Total current assets		661,033			1,487,454
Investments held in Trust Account		282,616,895			280,950,832
Total Assets	$	283,277,928		$	282,438,286

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	8,075		$	142,310
Accrued expenses		420,026			198,520
Due to related party		42,927			2,581
Total current liabilities		471,028			343,411
Derivative warrant liabilities		1,255,903			14,977,206
Deferred underwriting commissions in connection with the initial public offering		9,831,500			9,831,500
Total liabilities		11,558,431			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 $10.06 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively		282,516,895			280,900,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 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 September 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 September 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 September 30, 2022 and December 31, 2021		141			141
Additional paid-in capital		-			-
Accumulated deficit		(10,797,564	)		(23,613,997	)
Total shareholders’ deficit		(10,797,398	)		(23,613,831	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	283,277,928		$	282,438,286

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

Table of Contents

CORSAIR PARTNERING CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended September 30,						For the Nine Months Ended September 30, 2022			For the Period from January 1, 2021 (Commencement of Operations) through September 30, 2021
	2022			2021

General and administrative expenses	$	214,995		$	363,388		$	954,038		$	408,005
Loss from operations		(214,995	)		(363,388	)		(954,038	)		(408,005	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		1,699,164			3,102,820			13,721,303			3,102,820
Offering costs associated with derivative warrant liabilities		-			(535,399	)		-			(535,399	)
Income from investments held in Trust Account		1,324,142			28,228			1,666,063			28,228
Net income	$	2,808,311		$	2,232,261		$	14,433,328		$	2,187,644

Basic and Diluted weighted average number of shares outstanding of Class A ordinary shares		28,090,000			26,261,087			28,090,000			9,082,782
Basic net income per share, Class A ordinary shares	$	0.09		$	0.08		$	0.49		$	0.21
Diluted net income per share, Class A ordinary shares	$	0.09		$	0.08		$	0.49		$	0.20
Basic and Diluted weighted average number of shares outstanding of Class B ordinary shares		250,000			250,000			250,000			250,000
Basic net income per share, Class B ordinary shares	$	0.09		$	0.08		$	0.49		$	0.21
Diluted net income per share, Class B ordinary shares	$	0.09		$	0.08		$	0.49		$	0.20
Basic weighted average number of shares outstanding of Class F ordinary shares		1,404,500			1,380,989			1,404,500			1,295,305
Basic net income per share, Class F ordinary shares	$	0.09		$	0.08		$	0.49		$	0.21
Diluted weighted average number of shares outstanding of Class F ordinary shares		1,404,500			1,404,500			1,404,500			1,404,500
Diluted net income per share, Class F ordinary shares	$	0.09		$	0.08		$	0.49		$	0.20

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

Table of Contents

CORSAIR PARTNERING CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 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

SEC Form 10-Q filed by Corsair Partnering Corporation