05/13/2022 | Press release | Distributed by Public on 05/13/2022 15:29
Delaware
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85-2693583
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading Symbols
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Name of each exchange on
which registered
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||
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
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FSSIU
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The Nasdaq Stock Market LLC
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||
Class A common stock, par value $0.0001 per share
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FSSI
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The Nasdaq Stock Market LLC
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||
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
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FSSIW
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The Nasdaq Stock Market LLC
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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Page
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Part I. Financial Information
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|||
Item 1. Financial Statements
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1 |
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Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021
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1
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||
Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (Unaudited)
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2
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Condensed Statements of Changes in Stockholders' Equity (Deficit) for the Three Months Ended March 31, 2022 and 2021 (Unaudited)
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3
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||
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (Unaudited)
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4
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Notes to Condensed Financial Statements
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5
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||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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16
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Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk
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18
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||
Item 4. Controls and Procedures
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18
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Part II. Other Information
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|||
Item 1. Legal Proceedings
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19 |
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Item 1A. Risk Factors
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19
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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20
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Item 3. Defaults Upon Senior Securities
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21 | ||
Item 4. Mine Safety Disclosures
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21
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||
Item 5. Other Information
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21
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Item 6. Exhibits
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21
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Part III. Signatures
|
22 |
Item 1. |
Interim Financial Statements.
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March 31,
2022
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December 31,
2021
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|||||||
(Unaudited)
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|
|||||||
ASSETS
|
||||||||
Current assets
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||||||||
Cash
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$
|
247,256
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$
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661,275
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||||
Prepaid expenses
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278,155
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302,159
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||||||
Total Current Assets
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525,411
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963,434
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||||||
Marketable securities held in Trust Account
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258,803,175
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258,778,573
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||||||
TOTAL ASSETS
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$
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259,328,586
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$
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259,742,007
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||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accrued expenses and accounts payable
|
$
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1,715,309
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$
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1,746,660
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||||
Total Current Liabilities
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1,715,309
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1,746,660
|
||||||
Warrant liabilities
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6,199,720
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12,265,755
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||||||
Deferred underwriting fee payable
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9,056,250
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9,056,250
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||||||
Total Liabilities
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16,971,279
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23,068,665
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||||||
Commitments (Note 6)
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|
|
||||||
Class A common stock subject to possible redemption; $0.0001par value; 25,875,000shares at redemption value at March 31, 2022and December 31, 2021
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258,750,000
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258,750,000
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||||||
Stockholders' Deficit
|
||||||||
Preferred stock, $0.0001par value; 1,000,000shares authorized; noneissued or outstanding
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-
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-
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||||||
Class A common stock, $0.0001par value, 300,000,000shares authorized; noneissued and outstanding (excluding 25,875,000shares subject to possible redemption) at March 31, 2022and December 31, 2021
|
- | - | ||||||
Class B common stock, $0.0001par value; 30,000,000shares authorized; 6,468,750shares issued and outstanding at March 31, 2022and December 31, 2021
|
647
|
647
|
||||||
Additional paid-in capital
|
-
|
-
|
||||||
Accumulated deficit
|
(16,393,340
|
)
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(22,077,305
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)
|
||||
Total Stockholders' Deficit
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(16,392,693
|
)
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(22,076,658
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)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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259,328,586
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$
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259,742,007
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Three Months Ended
March 31,
|
||||||||
2022
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2021
|
|||||||
Operating and formation costs
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$
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406,672
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$
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189,500
|
||||
Loss from operations
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(406,672
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)
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(189,500
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)
|
||||
Other income (expenses):
|
||||||||
Change in fair value of warrant liabilities
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6,066,035
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402,250
|
||||||
Transaction costs incurred in connection with the Initial Public Offering
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-
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(536,079
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)
|
|||||
Interest earned on marketable securities held in Trust Account
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24,602
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10,562
|
||||||
Total other income (expenses), net
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6,090,637
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(123,267
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)
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|||||
Net income (loss)
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$
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5,683,965
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$
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(312,767
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)
|
|||
Weighted-average shares outstanding, Class A common stock
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25,875,000
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17,537,500
|
||||||
Basic and diluted income (loss) per share, Class A common stock
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$
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0.18
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$
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(0.01
|
)
|
|||
Weighted-average shares outstanding, Class B common stock
|
6,468,750
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6,196,875
|
||||||
Basic and diluted income (loss) per share, Class B common stock
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$
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0.18
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$
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(0.01
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)
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Class A
Common Stock
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Class B
Common Stock
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Additional
Paid-in
|
Accumulated
|
Total
Stockholders'
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
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Capital
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Deficit
|
Deficit
|
||||||||||||||||||||||
Balance - January 1, 2022
|
-
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$
|
-
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6,468,750
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$
|
647
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$
|
-
|
$
|
(22,077,305
|
)
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$
|
(22,076,658
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)
|
||||||||||||||
Net income
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-
|
-
|
-
|
-
|
-
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5,683,965
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5,683,965
|
|||||||||||||||||||||
Balance - March 31, 2022
|
-
|
$
|
-
|
6,468,750
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$
|
647
|
-
|
$
|
(16,393,340
|
)
|
$
|
(16,392,693
|
)
|
Class A
Common Stock
|
Class B
Common Stock
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Additional
Paid-in
|
Accumulated
|
Total
Stockholders'
|
||||||||||||||||||||||||
Shares
|
Amount
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Shares
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Amount
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Capital
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Deficit
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Equity (Deficit)
|
||||||||||||||||||||||
Balance - January 1, 2021
|
-
|
$ | - |
6,468,750
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$ | 647 | $ | 24,353 | $ | (3,952 | ) | $ | 21,048 | |||||||||||||||
Remeasurement for Class A common stock subject to redemption amount
|
- | - | - | - |
(2,033,353
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)
|
(21,413,041 | ) |
(23,446,394
|
)
|
||||||||||||||||||
Cash paid in excess of fair value for private warrants
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- | - | - | - | 2,009,000 | - | 2,009,000 | |||||||||||||||||||||
Net loss
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- | - | - | - | - | (312,767 | ) |
(312,767
|
)
|
|||||||||||||||||||
Balance - March 31, 2021
|
- | $ | - | 6,468,750 | $ | 647 | - | $ | (21,729,760 | ) | $ | (21,729,113 | ) |
Three Months Ended
March 31,
|
||||||||
2022 |
2021 |
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income (loss)
|
$
|
5,683,965
|
$ | (312,767 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
(24,602
|
)
|
(10,562 | ) | ||||
Change in fair value of warrant liabilities
|
(6,066,035
|
)
|
(402,250 | ) | ||||
Transaction costs incurred in connection with IPO
|
-
|
536,079 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
24,004
|
(615,637 | ) | |||||
Accrued expenses and accounts payable
|
(31,351
|
)
|
115,483 | |||||
Net cash used in operating activities
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(414,019
|
)
|
(689,654 | ) | ||||
Cash Flows from Investing Activities:
|
||||||||
Investment in Trust Account
|
-
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(258,750,000 | ) | |||||
Net cash used in investing activities
|
-
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(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
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- | 7,175,000 | ||||||
Repayment of promissory note - related party
|
-
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(150,000 | ) | |||||
Payment of offering costs
|
-
|
(313,613 | ) | |||||
Net cash provided by financing activities
|
-
|
260,286,387 | ||||||
Net Change in Cash
|
(414,019
|
)
|
846,733 | |||||
Cash - Beginning of period
|
661,275
|
107,601 | ||||||
Cash - End of period
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$
|
247,256
|
$ | 954,334 | ||||
Non-Cash Investing and Financing Activities:
|
||||||||
Offering costs included in accrued offering costs
|
$
|
-
|
$ | 55,212 | ||||
Initial classification of Class A common stock subject to possible redemption
|
$
|
-
|
$ | 258,750,000 | ||||
Deferred underwriting fee payable
|
$
|
-
|
$ | 9,056,250 |
Gross proceeds
|
$
|
258,750,000
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(9,315,000
|
)
|
||
Class A common stocks issuance costs
|
(14,131,394
|
)
|
||
Plus:
|
||||
Remeasurement of carrying value to redemption value
|
23,446,394
|
|||
Class A common stocks subject to possible redemption
|
$
|
258,750,000
|
Three Months Ended
March 31,
|
||||||||||||||||
2022
|
2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income (loss) per common share
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss), as adjusted
|
$
|
4,547,172
|
$
|
1,136,793
|
$
|
(231,106
|
)
|
$
|
(81,661
|
)
|
||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
25,875,000
|
6,468,750
|
17,537,500
|
6,196,875
|
||||||||||||
Basic and diluted net income (loss) per common share
|
$
|
0.18
|
$
|
0.18
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
•
|
in whole and not in part;
|
•
|
at a price of $0.01 per warrant;
|
•
|
upon a minimum of 30 days' prior written notice of redemption to each warrant holder; and
|
•
|
if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the "Reference Value")equals or exceeds $18.00 per share (as adjusted).
|
•
|
in whole and not in part;
|
•
|
at $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;
|
•
|
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and
|
•
|
if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
|
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
|
March 31, 2022
|
December 31, 2021 | |||||||||
Assets:
|
||||||||||||
Marketable securities held in Trust Account
|
1
|
$
|
258,803,175
|
$ | 258,778,573 | |||||||
Liabilities:
|
||||||||||||
Warrant Liability - Public Warrants
|
1
|
3,988,011
|
7,891,875 | |||||||||
Warrant Liability - Private Placement Warrants
|
3
|
2,211,709
|
4,373,880 |
Input
|
March 31, 2022
|
December 31, 2021
|
||||||
Market price of public shares
|
$
|
9.79
|
$
|
9.71
|
||||
Risk-free rate
|
2.45
|
%
|
1.18
|
%
|
||||
Dividend yield
|
0.00
|
% |
0.00
|
% |
||||
Volatility
|
6.7
|
%
|
12.9
|
%
|
||||
Exercise price
|
$
|
11.50
|
$
|
11.50
|
||||
Effective expiration date
|
June 26, 2026
|
June 26, 2026
|
|
Private Placement
Warrants
|
|||
Fair value as of January 1, 2022
|
$
|
4,373,880
|
||
Change in valuation inputs or other assumptions
|
(2,162,171
|
)
|
||
Fair value as of March 31, 2022
|
$
|
2,211,709
|
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
|
• |
restrictions on the nature of our investments;
|
|
• |
restrictions on the issuance of securities; and
|
|
• |
restrictions on the enforceability of agreements entered into by us, each of which may make it difficult for us to complete our Business Combination.
|
|
• |
registration as an investment company with the SEC (which may be impractical and would require significant changes in, among other things, our capital structure);
|
|
• |
adoption of a specific form of corporate structure; and
|
|
• |
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. |
Defaults Upon Senior Securities
|
Item 4. |
Mine Safety Disclosures
|
Item 5. |
Other Information
|
Item 6. |
Exhibits
|
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
|
*
|
Filed herewith.
|
|
FORTISTAR SUSTAINABLE SOLUTIONS CORP.
|
|
|
|
|
Date: May 13, 2022
|
By:
|
/s/ Nadeem Nisar
|
|
Name:
|
Nadeem Nisar
|
|
Title:
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: May 13, 2022
|
By:
|
/s/ Scott Contino
|
|
Name:
|
Scott Contino
|
|
Title:
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|