FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31, 2021~~

~~(Unaudited)~~
JUNE 30, 2022

~~NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS~~

(Unaudited)

NOTE 1.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Fortistar Sustainable Solutions Corp. (the “Company”) was incorporated in Delaware on August 25, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~January 29, 2021,~~June 30, 2022, the Company had not commenced any operations. All activity through ~~January 29, 2021~~June 30, 2022 relates to the Company’s formation ~~the initial public offering (the “Initial Public Offering”), which is described below,~~ and ~~subsequent to the Initial Public Offering,~~ identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company ~~will generate~~generates non-operating income in the form of interest income from the ~~proceeds derived from~~marketable securities held in the ~~Initial Public Offering.~~Trust Account (as defined below) and the change in fair value of its warrant liabilities.

The registration statements for the Company’s Initial Public Offering were declared effective on January 26, 2021. On January 29, 2021, the Company consummated the Initial Public Offering of 25,875,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit, generating gross proceeds of $258,750,000, which is ~~described~~described in Note 4.3. Each Unit consists of 1 share of Class A common stock, $0.0001 par value, and one half of one redeemable warrant (the “Public Warrants”).

Transaction costs amounted to ~~$14,667,473,~~$14,667,474, consisting of $5,175,000 of underwriting fees, $9,056,250 of deferred underwriting fees and ~~$436,223~~$436,224 of other offering costs.

Following the closing of the Initial Public Offering on January 29, 2021, an amount of $258,750,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants ~~was~~were placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward ~~consummating~~completing a Business Combination. ~~There is no assurance that the Company will be able to complete a Business Combination successfully.~~ The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the ~~post-transaction~~post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully complete a Business Combination.

The Company will provide its ~~holders of the outstanding Public Shares (the “public stockholders”)~~stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

~~The~~

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FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6)5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed ~~transaction or don’t vote at all.~~Business Combination.

~~Table of Contents~~

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by January 29, 2023 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination ~~Period.~~Period (as defined below).

The Company will have until January 29, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7)6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management is ~~currently~~continually monitoring and evaluating the potential impact of the COVID-19 pandemic and the Russia-Ukraine war on our Company, and thus far management of the Company has concluded that while it is reasonably possible that the virus and/or the Russia-Ukraine war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The condensed financial ~~statement does~~statements do not include any adjustments that might result from the outcome of ~~this uncertainty.~~these uncertainties.

~~NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021~~

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

~~Table of Contents~~

Table of Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31, 2021~~JUNE 30, 2022

(Unaudited)

As
Previously
Reported

Adjustments

As
Revised

Balance sheet as of January 29, 2021 (audited)
Warrant Liability
$
—

$
14,481,000

$
14,481,000

Class A Common Stock Subject to Possible Redemption
246,278,570

(14,481,000
)

231,797,570

Class A Common Stock
125

145

270

Additional Paid-in Capital
5,003,185

535,934

5,539,119

Accumulated Deficit
(3,952
)

(536,079
)

(540,031
)

~~NOTE 3.~~

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s ~~prospectus for its Initial Public Offering~~Annual Report on Form 10-K as filed with the SEC on ~~January 26, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 29~~^th~~, 2021 (see Note 2).~~March 30, 2022. The interim results for the three and six months ended ~~March 31, 2021~~June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021~~2022 or for any future periods.

~~Table of Contents~~

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. ~~Accordingly,~~One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did ~~not~~0t have any cash equivalents as of ~~March 31, 2021~~June 30, 2022 and December 31, ~~2020.~~2021.

Marketable Securities Held in Trust Account

At ~~March~~June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption isare classified as a liability instrument and isare measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that isare either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as a component of stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at ~~January 29,~~June 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ ~~equity~~deficit section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in capital and accumulated deficit.

At June 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled as follows:

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, December 31, 2021	$	258,750,000
Plus:
Remeasurement of carrying value to redemption value		76,900
Class A common stocks subject to possible redemption, June 30, 2022	$	258,826,900

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FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

Warrant ~~Liability~~Liabilities

The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the ~~Warrants~~warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the ~~Warrants~~warrants as liabilities at their fair value and ~~adjust~~adjusts the ~~Warrants~~warrants to fair value at the end of each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in ~~our statement~~the condensed statements of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant ~~date.~~date (see Note 9).

~~Table of Contents~~

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

Income Taxes

The Company ~~follows the asset and liability method of accounting~~accounts for income taxes under ASC 740, “Income Taxes.” ~~Deferred tax assets and liabilities are recognized for~~ASC 740, requires the ~~estimated future tax consequences attributable to differences between the financial statements carrying amounts~~recognition of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a ~~change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are~~valuation allowance to be established when ~~necessary, to reduce~~it is more likely than not that all or a portion of deferred tax assets ~~to the amount expected to~~will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s net deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 0.50% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 0.20% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability, transaction costs allocated to warrants, and the valuation allowance on the deferred tax assets.

~~FASB~~

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and a measurement ~~attribute~~process for ~~the~~ financial statement recognition and measurement of a tax ~~positions~~position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be ~~more likely than not~~more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no0 unrecognized tax benefits and no0 amounts accrued for interest and penalties as of ~~March 31, 2021~~June 30, 2022 and December 31, ~~2020.~~2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income ~~tax examinations~~taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The ~~effective~~Company’s management does not expect that the total amount of unrecognized tax ~~rate differs from~~benefits will materially change over the ~~statutory tax rate of 21% for the three months ended March 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses.~~next twelve months.

Net ~~income~~Income (Loss) per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income ~~by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture.~~

~~The Company’s statement of operations includes a presentation of income~~ (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating net income (loss) per common share. Remeasurement associated with the redeemable shares of Class A common stock ~~subject to possible redemption outstanding since original issuance.~~

~~Net~~is excluded from net income (loss) per common share ~~basic~~as the redemption value approximates fair value.

The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,112,500 shares of Class A common stocks in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted ~~for non-redeemable~~net loss per common ~~stock~~share is ~~calculated by dividing~~ the same as basic net income (loss)~~, adjusted for income or loss on marketable securities attributable to Class A~~ per common ~~stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding~~share for the ~~period.~~

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

~~Table of Contents~~

periods presented.

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

Three Months
Ended
March 31,
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
$
10,562

Less: interest available to be withdrawn for payment of taxes
(10,562
)
Net income attributable $ —
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,179,757
Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss
$
(312,767
)
Less: Net income allocable to Class A common stock subject to possible redemption
—

Non-Redeemable Net Loss $ (312,767 )
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 8,023,651
Basic and diluted net loss per share, Non-redeemable Common stock $ (0.04 )

	Three Months Ended June 30, 2022				Three Months Ended June 30, 2021						Six Months Ended June 30, 2022				Six Months Ended June 30, 2021
	Class A		Class B		Class A			Class B			Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	3,081,891	$	770,473	$	(6,973,618	)		(1,743,404	)	$	7,629,063	$	1,907,266	$	(6,991,837	)	$	(2,037,952	)
Denominator:
Basic and diluted weighted average shares outstanding		25,875,000		6,468,750		25,875,000			6,468,750			25,875,000		6,468,750		21,729,282			6,333,564
Basic and diluted net income (loss) per common share	$	0.12	$	0.12	$	(0.27	)	$	(0.27	)	$	0.29	$	0.29	$	(0.32	)	$	(0.32	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on ~~these accounts.~~this account and management believes the Company is not exposed to significant risks on such account.

Table of Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on ~~the Company’s~~our condensed financial statements.

~~NOTE 4. PUBLIC OFFERING~~

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

NOTE 3.

PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 25,875,000 Units, inclusive of 3,375,000 Units sold to the underwriters on January 29, 2021 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of ~~one~~1 share of Class A common stock and one-half of ~~one~~1 redeemable ~~warrant (“Public Warrant”).~~warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 9)8).

~~NOTE 5.~~

NOTE 4.

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,175,000 Private Placement Warrants at a price of $1.00 per private Placement Warrant, for an aggregate purchase price of $7,175,000, in a private placement. Each Private Placement Warrant is exercisable to purchase ~~one~~1 share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The difference between the initial fair value of $0.72 per share (or $5,166,000) of the Private Placement ~~warrants~~Warrants (see Note ~~10)~~8) and the purchase of $1.00 per share of $2,009,000 was recorded in additional paid-in ~~capital.~~

capital.

~~Table of Contents~~

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

~~NOTE 6.~~

NOTE 5.

RELATED PARTY TRANSACTIONS

Founder Shares

On August 31, 2020, the Company issued an aggregate of 5,750,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On January 26, 2021, the Company ~~effected~~declared a ~~718,750~~ stock dividend, ~~resulting~~ which resulted in ~~6,468,750~~the issuance of 718,750 additional Founder Shares. Founder Shares ~~outstanding.~~issued and outstanding at June 30, 2022 aggregated to 6,468,750 shares. The Founder Shares included an aggregate of up to 843,750 shares of Class B common stock that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering).forfeiture. As a result of the underwriters’ election to fully exercise their over-allotment option on January 29, 2021, no0 Founder Shares are currently subject to forfeiture.

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or earlier if (B) subsequent to a Business Combination, the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination.

Table of Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

On January 14, 2021, FSSC Sponsor LLC transferred an aggregate of 25,000 shares of Class B Common Stock held by it to each independent director nominee (“Purchaser”) in consideration of the assignment of shares. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a 1-for-one basis subject to adjustment pursuant to certain anti-dilution rights.

If the Purchaser does not become a director of the Company at the time of the Company’s initial public offering, is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company, all of the Purchaser’s Shares shall be returned to the Sponsor.

The sale of the Founders Shares to the Company’s independent director’s nominees is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 75,000 shares granted to the Company’s independent director nominees was $534,750 or $7.13 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, 0 stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.

Administrative Services Agreement

The Company agreed, commencing on January 26, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, utilities, secretarial support and administrative services. For the three and six months ended ~~March 31,~~June 30, 2022, the Company incurred $30,000 and $60,000 in fees for these services, respectively, of which such amounts are included in accrued expenses in the accompanying condensed balance sheets. For the three and six months ended June 30, 2021, the Company incurred $20,968 and ~~paid $20,968~~$50,968 in fees for these services, of which such ~~amount is~~amounts are included in accrued expenses in the accompanying condensed balance ~~sheet.~~sheets.

Promissory Note — Related Party

On August 31, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $150,000 was repaid at the closing of the Initial Public Offering on January 29, 2021. Borrowings under the Promissory Note are no longer available.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.As of June 30, 2022 and December 31, 2021 there were 0 Working Capital Loan amounts outstanding.

~~NOTE 7. COMMITMENTS~~

NOTE 6.

COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on January 26, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the ~~of such Founder Shares,~~ exercise of the Private Placement Warrants and warrants that may be issued upon conversion of ~~the~~ Working Capital ~~Loans)~~Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration and stockholder rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to ~~three~~3 demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Table of Contents~~

Table of Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31, 2021~~JUNE 30, 2022

(Unaudited)

Underwriting Agreement

The underwriters ~~are~~were entitled to a deferred fee of $0.35 per Unit, or $9,056,250 in the ~~aggregate.~~aggregate at the closing of the Initial Public Offering. On June 30, 2022, one of the underwriters waived its entitlement to the payment of any deferred fee to be paid under the terms of the underwriting agreement and is no longer serving in an advisor capacity. As a result, the Company recognized $146,712 of income and $3,928,601 was recorded to additional paid-in capital in relation to the reduction of the deferred underwriter fee in the accompanying condensed financial statements. As of June 30, 2022 and December 31, 2021, the deferred underwriting fee payable is $4,980,937 and $9,056,250, respectively. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~NOTE 8.~~

NOTE 7.

STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At ~~March 31, 2021~~June 30, 2022 and December 31, ~~2020,~~2021, there were no0 shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 300,000,000shares ofClass A common stockwith a par value of $0.0001 per share.Holders of Class A common stock are entitled to ~~one~~1 vote for each share.At~~March~~June 30, 2022 and December 31, 2021, there were ~~2,673,859~~25,875,000 shares of ~~Class A common stock issued and outstanding, excluding 23,201,141 shares of Class A~~ common stock subject to possible ~~redemption. At December 31, 2020, there were no shares of Class A common stock issued or outstanding.~~redemption which are presented as temporary equity.

Class B Common Stock — The Company is authorized to issue 30,000,000 shares of Class B common stockwith a par value of $0.0001 per share.Holders of Class B common stock are entitled to ~~one~~1 vote for each share.At ~~March 31, 2021~~June 30, 2022 and December 31, ~~2020,~~2021, there were6,468,750 shares of Class B common stockissued andoutstanding.

Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a ~~one-for-one~~1-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Holders of the Founder Shares may also elect to convert its shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment.

~~NOTE 9. WARRANTS~~

NOTE 8.

WARRANTS

At June 30, 2022 and December 31, 2021, there were 12,937,500 Public Warrants — outstanding. Public Warrants may only be exercised for a whole number of shares. No fractionalshareswillbe issued uponexerciseof thePublic Warrants. The Public Warrants will become exercisable on the later of (a)30 days after the completion of a Business Combination or (b) one yearfrom the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlierupon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

Table of Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so ~~elect,~~elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~Table of Contents~~

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. OncethePublic Warrants become exercisable, the Company may redeem the Public Warrants (exceptwith respect tothe Private Placement Warrants):

•

●

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).

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00.Once thePublic Warrants become exercisable, the Company may redeem thePublic Warrants:

•

●

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.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume ~~weighted average~~weighted-average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

Table of Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

At June 30, 2022 and December 31, 2021 there were 7,175,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~Table of Contents~~NOTE 9.

FAIR VALUE MEASUREMENTS

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

~~NOTE 10. FAIR VALUE MEASUREMENTS~~

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	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.

At March 31, 2021, there were 12,937,500 Public Warrants and 7,175,000 Private Placement Warrants outstanding. At December 31, 2020, there were no Public Warrants and Private Placement Warrants outstanding.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at ~~March~~June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description Level March 31, 2021
Assets:
Marketable securities held in Trust Account
1

$
258,760,562

Liabilities:
Warrant Liability – Public Warrants
1

9,056,250

Warrant Liability – Private Placement Warrants
3

5,022,500

Description	Level		June 30, 2022		December 31, 2021
Assets:
Marketable securities held in Trust Account		1	$	259,146,180	$	258,778,573

Liabilities:
Warrant Liability – Public Warrants		1		1,658,588		7,891,875
Warrant Liability – Private Placement Warrants		3		919,835		4,373,880

The ~~Warrants~~warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying ~~March 31, 2021~~ condensed balance ~~sheet.~~sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed ~~statement~~statements of operations.

The ~~Private and~~ Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. As of June 30, 2022, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

The Private Placement Warrants were valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The ~~binomial lattice model’s~~ primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of ~~the~~our common stock. The expected volatility as of the ~~IPO date~~Company’s common stock was ~~derived from observable public warrant pricing~~determined based on ~~comparable ‘blank-check’ companies without an identified target. The expected~~the implied volatility ~~as of subsequent valuation dates was implied from the Company’s own public warrant pricing. For periods subsequent to the detachment~~ of the ~~warrants from the Units, the close price~~Public Warrants.

Table of ~~the public warrant price was used as the fair value as of each relevant date.~~Contents

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

The key inputs into the binomial lattice model for the Private Warrants were as follows:

Input	June 30, 2022			December 31, 2021
Market price of public shares	$	9.81		$	9.81
Risk-free rate		2.97	%		2.97	%
Dividend yield		0.00	%		0.00	%
Volatility		5.4	%		12.9	%
Exercise price	$	11.50		$	11.50
Effective expiration date	July 15, 2025			June 26, 2026

January 29, 2021
(Initial Measurement) March 31,
2021
Input
Public
Warrants

Private
Warrants

Private
Warrants

Market price of public shares $ 9.64 $ 9.64 9.71
Risk-free rate 0.51 % 0.51 % 0.97 %
Dividend yield 0.00 % 0.00 % 0.00 %
Volatility 14.2 % 14.2 % 13.1 %
Exercise price $ 11.50 $ 11.50 11.50
Effective expiration date 6/13/26 6/13/26 6/13/26
One-touch hurdle $ 18.12

The following table presents the changes in the fair value of the Level 3 warrant ~~liabilities:~~liabilities for the six months ended June 30, 2022:

Private Placement Public Warrant Liabilities
Fair value as of January 1, 2021
$
—

$
—

$
—

Initial measurement on January 29^th, 2021

5,166,000

9,315,000

14,481,000

Change in valuation inputs or other assumptions
(143,500
)

(258,750
)

(402,250
)
Fair value as of March 31, 2021
5,022,500

9,056,250

14,078,750

	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
Change in valuation inputs or other assumptions		(1,291,874	)
Fair value as of June 30, 2022	$	919,835

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. ~~The estimated~~There were 0 transfers in or out of Level 3 from other levels in the fair value ~~of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement~~hierarchy that occurred during the three and six months ended ~~March 31, 2021 was $9,056,250.~~June 30, 2022.

~~Table of Contents~~

~~FORTISTAR SUSTAINABLE SOLUTIONS CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

~~NOTE 11.~~

NOTE 10.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial ~~statements, except for matters previously discussed in Notes 2 and 10 above.~~statements.

Table of Contents

Table of ~~a kind similar to those we issued at the time of our initial public offering in January 2021.~~Contents

Changes in Internal Control over Financial Reporting

~~During the fiscal quarter ended March 31, 2021, there has been~~There were no ~~change~~changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting. Management has identified a material weakness in internal controls related to the accounting for warrants issued in connection with our Initial Public Offering, as described above. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

None

Item 1A.

Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report ~~include~~are any of the ~~risk factors described~~risks disclosed in ~~the final prospectus for~~ our ~~Initial Public Offering~~Annual Report on Form 10-K, which was filed with the ~~SEC. As~~SEC on March 30, 2022. Any of ~~the date~~these factors could result in a significant or material adverse effect on our results of ~~this Quarterly Report, there have been no material changes to~~operations or financial condition.

The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our ~~final prospectus for our Initial Public Offering~~Annual Report on Form 10-K, which was filed with the SEC ~~except for the below:~~on March 30, 2022.

~~Our Warrants~~Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our Business Combination and results of operations.

We are ~~accounted for as liabilities~~subject to laws and ~~the~~regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes ~~in value of our warrants~~ could have a material adverse effect on ~~our financial results in~~ the ~~future.~~

~~Table of Contents~~

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business, combination, which terms are similar to those contained in the warrant agreement governing the Company’s warrants. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. As a result, included on our consolidated balance sheet as of March 31, 2021 are derivative liabilities related to embedded features contained within our Warrants. ASC 815 provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our consolidated financial statementsinvestments and results of ~~operations may fluctuate quarterly, based on factors, which are outside of~~ our ~~control. Due~~operations. In addition, a failure to ~~the recurring fair value measurement, we expect that we will recognize non-cash gains~~comply with applicable laws or ~~losses on our Warrants each reporting period~~regulations, as interpreted and ~~that the amount of such gains or losses could be material.~~

As a result of the recurring fair value measurement, our financial statements may fluctuate quarterly, based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

We have identified a material weakness in our internal control over financial reporting as of March 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following this issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, we identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We, and following our initial business combination, the post-business combination company, may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of the material weakness in our internal controls over financial reporting described above, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Form 10-Q, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not,applied, could have a material adverse effect on our business, ~~results of operations and financial condition or~~including our ability to negotiate and complete our Business Combination and results of operations.

On March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940 (the “Investment Company Act”). The 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our Business Combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

●

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.

In addition, we may have imposed upon us burdensome requirements, including:

●

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.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a Business ~~Combination.~~Combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

Table of Contents

The 2022 Proposed Rules under the Investment Company Act would provide a safe harbor for SPACs from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require a SPAC to file a Current Report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination no later than 18 months after the effective date of the SPAC’s registration statement for its initial public offering. The SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of its registration statement for its initial public offering. Although the 2022 Proposed Rules, including the proposed safe harbor rule, have not yet been adopted, there is substantial uncertainty regarding the applicability of the Investment Company Act to a SPAC that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule or otherwise falls outside of the other provisions of the safe harbor.

We do not believe that our principal activities currently would cause us to be deemed an investment company or subject us to regulation under the Investment Company Act. Although the 2022 Proposed Rules, including the proposed safe harbor rule, have not yet been adopted, and one or more elements of the 2022 Proposed Rules, including the proposed safe harbor rule, may not be adopted or may be adopted in a revised form, we do not have an agreement in place with a target for a Business Combination. Accordingly, we may not be able to complete our Business Combination within the 24-month period. If the 2022 Proposed Rules are adopted as proposed or in similar form, therefore, we may fall outside of the proposed safe harbor and the SEC could deem us to be subject to regulation as an investment company for purposes of the Investment Company Act. Nevertheless, we intend to comply with the terms of the proposed safe harbor rule, including the duration component of that rule. As a result, we do not believe that the SEC would deem us to be an investment company for purposes of the Investment Company Act. However, if we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate a Business Combination. If we are unable to complete our Business Combination within the required period, we will redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, subject to certain adjustments. In such an event, our public shareholders may receive less than $10.00 per share upon such a distribution.

Table of Contents

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None

On January 29, 2021, we consummated the Initial Public Offering of 25,875,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $258,750,000. Credit Suisse Securities LLC and BofA Securities, Inc. acted as joint book-running managers of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-251922). The Securities and Exchange Commission declared the registration statements effective on January 26, 2021.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,175,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to FSSC Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,175,000. Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”). Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

On January 29, 2021, the underwriters exercised their over-allotment option in full, resulting in the sale of an additional 3,375,000 Units for gross proceeds of $33,750,000, less the underwriters’ discount of $675,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 675,000 Private Units at $1.00 per Private Unit, generating total proceeds of $675,000. A total of $33,750,000 was deposited into the Trust Account.

~~Table of Contents~~

Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Placement Warrants, an aggregate of $258,750,000 was placed in the Trust Account.

~~We paid a total of $5,175,000 in cash underwriting discounts and commissions, $9,056,250 in deferred underwriting fees and $436,223 for other costs and expenses related to the Initial Public Offering.~~

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.~~

Item 3.

Defaults Upon Senior Securities

None

Item 4.

Mine Safety Disclosures

None

Item 5.

Other Information

None

Item 6.

Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
~~3.1~~		~~Amended and Restated Certificate of Incorporation.~~
~~4.1~~		~~Warrant Agreement, dated January 29, 2021, between the Company and Continental Stock Transfer & Trust Company.~~
~~10.1~~		~~Investment Management Trust Agreement, dated January 29, 2021, between the Company and Continental Stock Transfer & Trust Company.~~
~~10.2~~		~~Registration and Stockholder Rights Agreement, dated January 29, 2021, among the Company, the Sponsor and certain other security holders named therein.~~
~~10.3~~		~~Private Placement Warrants Purchase Agreement, dated January 26, 2021, between the Company and the Sponsor.~~
~~10.4~~		~~Administrative Services Agreement, dated January 26, 2021, between the Company and the Sponsor.~~
~~10.5~~		~~Form of Letter Agreements, dated January 29, 2021, between the Company and each of its officers and directors, and the Sponsor.~~
~~10.6~~		~~Form of Indemnity Agreements, dated January 29, 2021, between the Company and each of its officers and directors.~~
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.

~~(1)~~

~~Previously filed as an exhibit to our Current Report on Form 8-K filed on February 1, 2021 and incorporated by reference herein.~~

2021

~~Table of Contents~~

Table of Contents

SIGNATURES~~SIGNATURES~~

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FORTISTAR SUSTAINABLE SOLUTIONS CORP.

Date: ~~July 23, 2021~~August 10, 2022	By:	/s/ Nadeem Nisar
	Name:	Nadeem Nisar
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: ~~July 23, 2021~~August 10, 2022	By:	/s/ Scott Contino
	Name:	Scott Contino
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Delaware		85-2693583
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

			Page
Part I. Financial Information
	Item 1. Financial Statements		1

Condensed Balance Sheets as of ~~March 31, 2021~~June 30, 2022 (Unaudited) and December 31, ~~2020~~2021	1
		Unaudited Condensed ~~Statement~~Statements of Operations for the ~~three months ended March 31, 2021~~Three and Six Months Ended June 30, 2022 and 2022	2
		Unaudited Condensed ~~Statement~~Statements of Changes in Stockholders’ ~~Equity~~Deficit for the ~~three months ended March 31,~~Three and Six Months Ended June 30, 2022 and 2021	3
		Unaudited Condensed ~~Statement~~Statements of Cash Flows for the ~~three months ended March 31,~~Six Months Ended June 30, 2022 and 2021	4
		Notes to Unaudited 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 19
	Item 1A. Risk Factors		18 19
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		19 21
	Item 3. Defaults Upon Senior Securities		20 21
	Item 4. Mine Safety Disclosures		20 21
	Item 5. Other Information		20 21
	Item 6. Exhibits		20 21
Part III. Signatures			21 22

	March 31, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	954,334		$	107,601
Prepaid expenses		615,637			—
Total Current Assets		1,569,971			107,601

Deferred offering costs		—			289,437
Marketable securities held in Trust Account		258,760,562			—
TOTAL ASSETS	$	260,330,533		$	397,038

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities – Accrued offering costs
Accrued expenses	$	119,435		$	3,952
Accrued offering costs		55,212			222,038
Promissory note – related party		—			150,000
Total Current Liabilities		174,647			375,990

Warrant liability		14,078,750			—
Deferred underwriting fee payable		9,056,250			—
Total Liabilities		23,309,647			375,990

Commitments (Note 7)

Class A common stock subject to possible redemption 23,201,141 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively		232,020,878			—

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; 2,673,859 and no shares issued and outstanding (excluding 23,201,141 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		267			—
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 6,468,750 shares issued and outstanding at March 31, 2021 and December 31, 2020 ⁽¹⁾		647			647
Additional paid-in capital		5,315,813			24,353
Accumulated deficit		(316,719	)		(3,952	)
Total Stockholders’ Equity		5,000,008			21,048
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	260,330,533		$	397,038

	June 30, 2022			December 31, 2021
��	(Unaudited)
ASSETS
Current assets
Cash	$	77,605		$	661,275
Prepaid expenses		186,228			302,159
Total Current Assets		263,833			963,434

Marketable securities held in Trust Account		259,146,180			258,778,573
TOTAL ASSETS	$	259,410,013		$	259,742,007

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses and accounts payable	$	1,467,674		$	1,746,660
Deferred legal fee		225,476			0
Income taxes payable		19,231			0
Total Current Liabilities		1,712,381			1,746,660

Warrant liabilities		2,578,423			12,265,755
Deferred underwriting fee payable		4,980,937			9,056,250
Total Liabilities		9,271,741			23,068,665

Commitments (Note 6)

Class A common stock subject to possible redemption; $0.0001 par value; 25,875,000 shares at redemption value at June 30, 2022 and December 31, 2021		258,826,900			258,750,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding		0			0
Class A common stock, $0.0001 par value, 300,000,000 shares authorized; NaN issued and outstanding (excluding 25,875,000 shares subject to possible redemption) at June 30, 2022 and December 31, 2021		0			0
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 6,468,750 shares issued and outstanding at June 30, 2022 and December 31, 2021		647			647
Additional paid-in capital		3,851,701			0
Accumulated deficit		(12,540,976	)		(22,077,305	)
Total Stockholders’ Deficit		(8,688,628	)		(22,076,658	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	259,410,013		$	259,742,007

Operating and formation costs	$	189,500
Loss from operations		(189,500	)

Other income:
Interest earned on marketable securities held in Trust Account		10,562
Transaction costs allocable to warrant liability		(536,079	)
Change in fair value of warrants		402,250
Other income, net		(123,267	)

Loss before income taxes		(312,767	)
Benefit (provision) for income taxes		—
Net loss	$	(312,767	)

Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption		23,179,757

Basic and diluted net income per share, Class A common stock subject to redemption	$	(0.00	)

Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,023,651

Basic and diluted net loss per share, Non-redeemable common stock	$	(0.04	)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Formation and operating costs	$	239,419		$	278,985		$	646,091		$	468,485
Loss from operations		(239,419	)		(278,985	)		(646,091	)		(468,485	)

Other income (expense):
Change in fair value of warrant liabilities		3,621,297			(8,447,250	)		9,687,332			(8,045,000	)
Transaction costs incurred in connection with the Initial Public Offering		0			0			0			(536,079	)
Reduction of deferred underwriter fee		146,712			0			146,712			0
Interest earned on marketable securities held in Trust Account		343,005			9,213			367,607			19,775
Total other income (expense), net		4,111,014			(8,438,037	)		10,201,651			(8,561,304	)

Income (Loss) before provision for income taxes		3,871,595			(8,717,022	)	��	9,555,560			(9,029,789	)
Provision for income taxes		(19,231	)		0			(19,231	)		0
Net income (loss)	$	3,852,364		$	(8,717,022	)	$	9,536,329		$	(9,029,789	)

Weighted average shares outstanding, Class A common stock		25,875,000			25,875,000			25,875,000			21,729,282
Basic and diluted net income (loss) per share, Class A common stock	$	0.12		$	(0.27	)	$	0.29		$	(0.32	)

Weighted average shares outstanding, Class B common stock		6,468,750			6,468,750			6,468,750			6,333,564
Basic and diluted net income (loss) per share, Class B common stock	$	0.12		$	(0.27	)	$	0.29		$	(0.32	)

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — January 1, 2022		0	$	0		6,468,750	$	647	$	0	$	(22,077,305	)	$	(22,076,658	)

Net income		—		0		—		0		0		5,683,965			5,683,965

Balance – March 31, 2022		0	$	0		6,468,750	$	647	$	0	$	(16,393,340	)	$	(16,392,693	)

Remeasurement for Class A common stock to redemption amount		—		—		—		—		(76,900)		0			(76,900	)

Reduction of deferred underwriter fee		—		—		—		—		3,928,601		0			3,928,601

Net income		—		0		—		0		0		3,852,364			3,852,364

Balance – June 30, 2022		0	$	0		6,468,750	$	647	$	3,851,701	$	(12,540,976	)	$	(8,688,628	)

	As Previously Reported			Adjustments			As Revised

Balance sheet as of January 29, 2021 (audited)
Warrant Liability	$	—		$	14,481,000		$	14,481,000
Class A Common Stock Subject to Possible Redemption		246,278,570			(14,481,000	)		231,797,570
Class A Common Stock		125			145			270
Additional Paid-in Capital		5,003,185			535,934			5,539,119
Accumulated Deficit		(3,952	)		(536,079	)		(540,031	)

	Three Months Ended March 31, 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	$	10,562
Less: interest available to be withdrawn for payment of taxes		(10,562	)
Net income attributable	$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		23,179,757
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(312,767	)
Less: Net income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(312,767	)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		8,023,651
Basic and diluted net loss per share, Non-redeemable Common stock	$	(0.04	)

Description	Level		March 31, 2021
Assets:
Marketable securities held in Trust Account		1	$	258,760,562

Liabilities:
Warrant Liability – Public Warrants		1		9,056,250
Warrant Liability – Private Placement Warrants		3		5,022,500

	January 29, 2021 (Initial Measurement)						March 31, 2021
Input	Public Warrants			Private Warrants			Private Warrants
Market price of public shares	$	9.64		$	9.64			9.71
Risk-free rate		0.51	%		0.51	%		0.97	%
Dividend yield		0.00	%		0.00	%		0.00	%
Volatility		14.2	%		14.2	%		13.1	%
Exercise price	$	11.50		$	11.50			11.50
Effective expiration date	6/13/26			6/13/26			6/13/26
One-touch hurdle	$	18.12

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on January 29^th, 2021		5,166,000			9,315,000			14,481,000
Change in valuation inputs or other assumptions		(143,500	)		(258,750	)		(402,250	)
Fair value as of March 31, 2021		5,022,500			9,056,250			14,078,750