frsg-10q_20220630.htm

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 quarterly 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

Commission File Number: 001-40169

First Reserve Sustainable Growth Corp.

(Exact name of registrant as specified in its charter)

Delaware				86-1662498
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification Number)

262 Harbor Drive, Third Floor, Stamford, CT		06902
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 661-6601

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:
Shares of Class A Common Stock, par value $0.0001 per share	FRSG	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share	FRSG W	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant	FRSG U	The Nasdaq Stock Market LLC

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 10, 2022, 22,243,955 shares of Class A common stock, par value $0.0001 per share, and 5,560,989 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

FIRST RESERVE SUSTAINABLE GROWTH CORP.

Quarterly Report on Form 10-Q

Table of Contents

		Page
PART I. FINANCIAL INFORMATION		3

Item 1.	Condensed Financial Statements (Unaudited)	3

	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	3

	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022, for the Three Months Ended June 30, 2021 and for the Period from January 22, 2021 (Inception) Through June 30, 2021 (Unaudited)	4

	Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2022, for the Three Months Ended June 30, 2021 and for the Period from January 22, 2021 (Inception) Through June 30, 2021 (Unaudited)	5

	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and for the Period from January 22, 2021 (Inception) Through June 30, 2021 (Unaudited)	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	29

PART II. OTHER INFORMATION		30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 5.	Other Information	31

Item 6.	Exhibits	32

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements (Unaudited)

FIRST RESERVE SUSTAINABLE GROWTH CORP.

CONDENSED BALANCE SHEETS

	June 30, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	540,923		$	1,113,109
Prepaid expenses		394,863			672,363
Total current assets		935,786			1,785,472
Investments held in Trust Account		222,778,616			222,450,786
Total Assets	$	223,714,402		$	224,236,258

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit:
Current liabilities:
Accounts payable	$	2,125,645		$	1,773,161
Accrued expenses		4,056,724			4,003,784
Income tax payable		15,276			—
Franchise tax payable		33,571			166,322
Total current liabilities		6,231,216			5,943,267
Deferred underwriting commissions in connection with the initial public offering		7,785,383			7,785,383
Derivative warrant liabilities		1,069,350			8,820,010
Total liabilities		15,085,949			22,548,660

Commitments and Contingencies (Note 5)

Class A common stock subject to possible redemption, $0.0001 par value; 22,243,955 shares at redemption value of $10.00 per share as of June 30, 2022 and December 31, 2021		222,439,550			222,439,550

Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2022 and December 31, 2021		—			—
Class A common stock, $0.0001 par value; 250,000,000 shares authorized; no non-redeemable shares issued or outstanding as of June 30, 2022 and December 31, 2021		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,560,989 shares issued and outstanding as of June 30, 2022 and December 31, 2021		556			556
Additional paid-in capital		—			—
Accumulated deficit		(13,811,653	)		(20,752,508	)
Total stockholders' deficit		(13,811,097	)		(20,751,952	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	$	223,714,402		$	224,236,258

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

FIRST RESERVE SUSTAINABLE GROWTH CORP.

CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

	For The Three Months Ended June 30,						For The Six Months Ended			For the Period from January 22, 2021 (Inception) Through
	2022			2021			June 30, 2022			June 30, 2021

General and administrative expenses	$	196,631		$	637,167		$	1,022,359		$	748,054
Franchise tax expenses		50,000			49,315			100,000			86,077
Loss from operations		(246,631	)		(686,482	)		(1,122,359	)		(834,131	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		2,296,970

SEC Form 10-Q filed by First Reserve Sustainable Growth Corp.