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 June 30, 2021

☐ 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 August 23, 2021, 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.

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2021

TABLE OF CONTENTS

			Page
Part I. Financial Information
	Item 1. Financial Statements		1
		Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	1
		Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021 (Unaudited)	2
		Condensed Statement of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 (Unaudited)	3
		Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)	4
		Notes to Condensed Financial Statements	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		18
	Item 4. Controls and Procedures		18
Part II. Other Information
	Item 1. Legal Proceedings		18
	Item 1A. Risk Factors		18
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		19
	Item 3. Defaults Upon Senior Securities		20
	Item 4. Mine Safety Disclosures		20
	Item 5. Other Information		20
	Item 6. Exhibits		20
Part III. Signatures			21

	June 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	811,376		$	107,601
Prepaid expenses		517,178			—
Total Current Assets		1,328,554			107,601

Deferred offering costs		—			289,437
Marketable securities held in Trust Account		258,769,775			—
TOTAL ASSETS	$	260,098,329		$	397,038

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	207,215		$	3,952
Accrued offering costs		5,000			222,038
Promissory note – related party		—			150,000
Total Current Liabilities		212,215			375,990

Warrant liability		22,526,000			—
Deferred underwriting fee payable		9,056,250			—
Total Liabilities		31,794,465			375,990

Commitments (Note 6)

Class A common stock subject to possible redemption; 22,330,386 and no shares at redemption value at June 30, 2021 and December 31, 2020, respectively		223,303,860			—

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; 3,544,614 and no shares issued and outstanding (excluding 22,330,386 and no shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		354			—
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 6,468,750 shares issued and outstanding at June 30, 2021 and December 31, 2020 ⁽¹⁾		647			647
Additional paid-in capital		14,032,744			24,353
Accumulated deficit		(9,033,741	)		(3,952	)
Total Stockholders’ Equity		5,000,004			21,048
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	260,098,329		$	397,038

	Three Months Ended June 30,			Six Months Ended June 30,
	2021			2021

Operating and formation costs	$	278,985		$	468,485
Loss from operations		(278,985	)		(468,485	)

Other expenses:
Change in fair value of warrant liability		(8,447,250	)		(8,045,000	)
Transaction cost – warrants		—			(536,079	)
Interest earned on marketable securities held in Trust Account		9,213			19,775
Other expenses, net		(8,438,037	)		(8,561,304	)

Loss before income taxes		(8,717,022	)		(9,029,789	)
Benefit (Provision) for income taxes		—			—
Net loss	$	(8,717,022	)	$	(9,029,789	)

Weighted-average shares outstanding, Class A redeemable common stock subject to possible redemption		23,201,141			23,192,559

Basic and diluted earnings (loss) per share, Class A redeemable common stock subject to possible redemption	$	0.00		$	0.00

Weighted-average shares outstanding, Class B non-redeemable common stock subject to possible redemption		9,142,609			8,586,221

Basic and diluted loss per share, Class B non-redeemable common stock subject to possible redemption	$	(0.95	)	$	(1.05	)

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

Sale of 25,875,000 Units, net of underwriting discounts, initial fair value of public warrants and other offering costs		25,875,000			2,588			—		—		235,301,017			—			235,303,605

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

Class A common stock subject to possible redemption		(23,201,141	)		(2,321	)		—		—		(232,018,557	)		—			(232,020,878	)

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

Balance – March 31, 2021		2,673,859		$	267			6,468,750	$	647	$	5,315,813		$	(316,719	)	$	5,000,008

Change in value of common stock subject to redemption		870,755			87			—		—		8,716,931			—			8,717,018

Net Loss		—			—			—		—		—			(8,717,022	)		(8,717,022	)
Balance – June 30, 2021		3,544,614		$	354			6,468,750	$	647	$	14,032,744		$	(9,033,741	)	$	5,000,004

Cash Flows from Operating Activities:
Net loss	$	(9,029,789	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(19,775	)
Change in fair value of warrant liability		8,045,000
Transaction costs incurred in connection with IPO		536,079
Changes in operating assets and liabilities:
Prepaid expenses		(517,178	)
Accrued expenses		203,263
Net cash used in operating activities		(782,400	)

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

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

Net Change in Cash		703,775
Cash – Beginning of period		107,601
Cash – End of period	$	811,376

Non-Cash Investing and Financing Activities:
Offering costs included in accrued offering costs	$	5,000
Initial classification of Class A common stock subject to possible redemption	$	246,278,570
Change in value of Class A common stock subject to possible redemption	$	(22,974,710	)
Deferred underwriting fee payable	$	9,056,250

	Three Months Ended June 30, 2021			Six Months Ended June 30, 2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	9,213		$	19,775
Less: interest available for payment of taxes		(9,213	)		(19,775	)
Net Income attributable	$	—		$	—
Denominator: Weighted-Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted-average shares outstanding, Class A common stock subject to possible redemption		23,201,141			23,192,559
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00		$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(8,717,022	)	$	(9,029,789	)
Less: Net income allocable to Class A common stock subject to possible redemption		—			—
Non-Redeemable Net Loss	$	(8,717,022	)	$	(9,029,789	)
Denominator: Weighted-Average Non-redeemable common stock
Basic and diluted weighted-average shares outstanding, Non-Redeemable Common stock		9,142,609			8,586,221
Basic and diluted net loss per share, Non-Redeemable Common stock	$	(0.95	)	$	(1.05	)

	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.

Description	Level		June 30, 2021
Assets:
Marketable securities held in Trust Account		1	$	258,769,775

Liabilities:
Warrant Liability – Public Warrants		1		14,490,000
Warrant Liability – Private Placement Warrants		3		8,036,000

Input
Market price of public shares		$	9.73
Risk-free rate			0.88	%
Dividend yield			0.00	%
Volatility			18.8	%
Exercise price		$	11.50
Effective expiration date	6/13/26

	Private Placement		Public		Warrant Liabilities
Fair value as of January 1, 2021	$	—	$	—	$	—
Initial measurement on January 29, 2021		5,166,000		9,315,000		14,481,000
Change in valuation inputs or other assumptions		2,870,000		5,175,000		8,045,000
Fair value as of June 30, 2021	$	8,036,000	$	14,490,000	$	22,526,000

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

	FORTISTAR SUSTAINABLE SOLUTIONS CORP.

Date: August 23, 2021	By:	/s/ Nadeem Nisar
	Name:	Nadeem Nisar
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 23, 2021	By:	/s/ Scott Contino
	Name:	Scott Contino
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Fortistar Sustainable Solutions Corp.