Delaware | | | 6770 | | | 85-2693583 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) |
Alexander D. Lynch, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 | | | Gregg A. Noel, Esq. P. Michelle Gasaway, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 Tel: (213) 687-5000 Fax: (213) 687-5600 |
Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ | | | Emerging growth company ☒ |
Title of Each Class of Securities to be Registered | | | Amount to be Registered | | | Proposed Maximum Offering Price Per Unit(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one half of one redeemable warrant(1) | | | 23,000,000 | | | $10.00 | | | $230,000,000 | | | $25,093 |
Shares of Class A common stock included as part of the units(2) | | | 23,000,000 | | | — | | | — | | | —(4) |
Redeemable warrants included as part of the units(3) | | | 11,500,000 | | | — | | | — | | | —(4) |
Total | | | | | | | $230,000,000 | | | $25,093 |
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Includes 3,000,000 units, consisting of 3,000,000 shares of Class A common stock and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45 day option granted to the underwriters to cover over allotments, if any. |
(3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
| | Per Unit | | | Total | |
Public offering price | | | $10.00 | | | $200,000,000 |
Underwriting discounts and commissions(1) | | | $0.55 | | | $11,000,000 |
Proceeds, before expenses, to Fortistar Sustainable Solutions Corp. | | | $9.45 | | | $189,000,000 |
(1) | Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting discounts and commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the completion of an initial business combination, as described in this prospectus. See “Underwriting” beginning on page 151 for a description of compensation and other items of value payable to the underwriters. |
Credit Suisse | | | BofA Securities |
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• | one share of Class A common stock; and |
• | one-half of one warrant. |
1 | Assumes no exercise of the underwriters’ over-allotment option and the forfeiture by our sponsor of 750,000 founder shares. |
2 | Consists solely of founder shares and includes up to 750,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. |
3 | Founder shares are currently classified as shares of Class B common stock, which shares are convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.” |
4 | Includes 20,000,000 shares of Class A common stock included in our units and 5,000,000 founder shares. We refer to our Class A common stock and our Class B common stock collectively herein as our common stock. |
• | 30 days after the completion of our initial business combination, and |
• | 12 months from the closing of this offering; |
• | 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, which we refer to as the 30-day redemption period; and |
• | if, and only if, the last reported sale price of our 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 we send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities-Warrants-Public Stockholders’ Warrants-Anti-dilution Adjustments”). |
• | 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 determined by reference to the table set forth under “Description of Securities-Warrants-Public Stockholders’ Warrants” based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described in “Description of Securities - Warrants - Public Stockholders’ Warrants”; |
• | if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00”) equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities-Warrants-Public Stockholders’ Warrants-Anti-dilution Adjustments”); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities-Warrants-Public Stockholders’ Warrants-Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
• | only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason prior to our initial business combination; |
• | the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; |
• | the founder shares are subject to certain transfer restrictions, as described in more detail below; |
• | our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination and a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A common stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and |
• | the founder shares are entitled to registration rights. |
• | the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1.0 million in working capital after the payment of approximately $1.0 million in expenses relating to this offering; and |
• | any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which |
• | repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | reimbursement for office space, utilities, secretarial support and administrative services provided to us by our sponsor, in an amount equal to $10,000 per month; |
• | reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and |
• | repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,000,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. |
| | December 31, 2020 | |
| | Actual | |
Balance Sheet Data: | | | |
Working capital (deficiency) | | | $(265,096) |
Total assets | | | $397,038 |
Total liabilities | | | $375,990 |
Stockholder’s equity | | | $21,048 |
| | Without Over- Allotment Option | | | Over- Allotment Option Fully Exercised | |
Gross proceeds | | | | | ||
Gross proceeds from units offered to public(1) | | | $200,000,000 | | | $230,000,000 |
Gross proceeds from private placement warrants offered in the private placement | | | 6,000,000 | | | 6,600,000 |
Total gross proceeds | | | $206,000,000 | | | $236,600,000 |
Offering expenses(2) | | | | | ||
Underwriting discounts and commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | | $4,000,000 | | | $4,600,000 |
Legal fees and expenses | | | 250,000 | | | 250,000 |
Printing and engraving expenses | | | 50,000 | | | 50,000 |
Accounting fees and expenses | | | 47,000 | | | 47,000 |
SEC/FINRA Expenses | | | 60,093 | | | 60,093 |
NASDAQ listing and filing fees | | | 75,000 | | | 75,000 |
Director and officer liability insurance premiums | | | 250,000 | | | 250,000 |
Miscellaneous | | | 267,907 | | | 267,907 |
Total offering expenses (excluding underwriting discounts and commissions) | | | $1,000,000 | | | $1,000,000 |
Proceeds after offering expenses | | | $201,000,000 | | | $231,000,000 |
Held in trust account(3) | | | $200,000,000 | | | $230,000,000 |
% of public offering size | | | 100% | | | 100% |
Not held in trust account | | | $1,000,000 | | | 1,000,000 |
| | Amount | | | % of Total | |
Legal, accounting, due diligence, travel and other expenses in connection with any business combination | | | $250,000 | | | 25% |
Legal and accounting fees related to regulatory reporting obligations | | | 160,000 | | | 16% |
Payment for office space, administrative and support services | | | 240,000 | | | 24% |
NASDAQ continued listing fees | | | 165,000 | | | 16.5% |
Working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income) | | | 185,000 | | | 18.5% |
Total | | | $1,000,000 | | | 100.0% |
(1) | Includes amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
(2) | A portion of the offering expenses will be paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. As of December 31, 2020, we had $150,000 in borrowings outstanding under the promissory note with our sponsor. These loans will be repaid on the earlier of June 30, 2021 or upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting discounts and commissions) and amounts not to be held in the trust account. In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account. |
(3) | The underwriters have agreed to defer underwriting discounts and commissions equal to 3.5% of the gross proceeds of this offering. Upon completion of our initial business combination, $7,000,000, which constitutes the underwriters’ deferred underwriting discounts and commissions (or $8,050,000 if the underwriters’ over-allotment option is exercised in full) will be paid to the underwriters from the |
(4) | These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. |
| | No exercise of over-allotment option | | | Exercise of over-allotment option in full | |
Public offering price | | | $10.00 | | | $10.00 |
Net tangible book deficit before this offering | | | $(0.05) | | | $(0.05) |
Increase attributable to public stockholders | | | 0.87 | | | 0.77 |
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | $0.82 | | | $0.72 |
Dilution to public stockholders | | | $9.18 | | | $9.28 |
Percentage of dilution to public stockholders | | | 91.8% | | | 92.8% |
| | Shares Purchased | | | Total Consideration | | | Average Price per Share | |||||||
| | Number | | | Percentage | | | Amount | | | Percentage | | |||
Initial Stockholders(1) | | | 5,000,000 | | | 20.00% | | | $25,000 | | | 0.01% | | | $0.004 |
Public Stockholders | | | 20,000,000 | | | 80.00% | | | $200,000,000 | | | 99.99% | | | $10.000 |
| | 25,000,000 | | | 100.00% | | | $200,025,000 | | | 100.00% | | |
(1) | Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of an aggregate of 750,000 shares of Class B common stock held by our sponsor. |
| | No exercise of over-allotment option | | | Exercise of over-allotment option in full | |
Numerator: | | | | | ||
Net tangible book deficit before this offering | | | $(268,389) | | | $(268,389) |
Net proceeds from this offering and sale of the private placement warrants(1) | | | 201,000,000 | | | 231,000,000 |
Plus: Offering costs paid in advance, excluded from tangible book value | | | 289,437 | | | 289,437 |
Less: Deferred underwriters' commissions | | | (7,000,000) | | | (8,050,000) |
Less: Proceeds held in trust subject to redemption | | | (189,021,040) | | | (217,971,040) |
| | $5,000,008 | | | $5,000,008 | |
Denominator: | | | | | ||
Class B common stock outstanding prior to this offering | | | 5,750,000 | | | 5,750,000 |
Class B forfeited if over-allotment option is not exercised | | | (750,000) | | | — |
Class A common stock included in the units offered | | | 20,000,000 | | | 23,000,000 |
Less: shares subject to redemption | | | (18,902,104) | | | (21,797,104) |
| | 6,097,896 | | | 6,952,896 |
(1) | Expenses applied against gross proceeds include offering expenses of $1,000,000 and underwriting discounts and commissions of $4,000,000 (excluding deferred underwriting discounts and commissions). See “Use of Proceeds.” |
| | December 31, 2020 | ||||
| | Actual | | | As Adjusted(1) | |
Note payable to related party | | | $150,000 | | | $— |
Deferred underwriting discounts and commissions | | | — | | | 7,000,000 |
Class A common stock, $0.0001 par value per share, subject to redemption, 0 shares actual; and 18,902,104 shares as adjusted, respectively(2) | | | — | | | 189,021,040 |
Stockholders' equity: | | | | | ||
Preferred stock, $0.0001 par value per share, 1,000,000 shares authorized; 0 shares issued or outstanding, actual and as adjusted | | | — | | | — |
Common stock: | | | | | ||
Class A common stock, $0.0001 par value per share, 300,000,000 shares authorized; 0 and 1,097,896 shares issued and outstanding (excluding 0 and 18,902,104 shares subject to possible redemption), actual and as adjusted, respectively | | | — | | | 110 |
Class B common stock, $0.0001 par value per share, 30,000,000 shares authorized; 5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(3) | | | 575 | | | 500 |
Additional paid-in capital | | | 24,425 | | | 5,003,350 |
Accumulated deficit | | | (3,952) | | | (3,952) |
Total stockholders’ equity | | | $21,048 | | | $5,000,008 |
Total capitalization | | | $171,048 | | | $201,021,048 |
(1) | Our sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of December 31, 2020, we had $150,000 in borrowings outstanding under the promissory note with our sponsor. The “as adjusted” information gives effect to the repayment of any loans made under this note out of the proceeds from this offering and the sale of the private placement warrants. |
(2) | Upon the completion of our initial business combination, we will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. |
(3) | Actual share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted amount assumes no exercise of the underwriters’ over-allotment option. |
Type of Transaction | | | Whether Stockholder Approval is Required |
Purchase of assets | | | No |
Purchase of stock of target not involving a merger with the company | | | No |
Merger of target into a subsidiary of the company | | | No |
Merger of the company with a target | | | Yes |
| | Redemptions in Connection with Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Us or Our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. | | | If we are unable to complete our business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes (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), subject to applicable law. |
| | Redemptions in Connection with Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Us or Our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
| | underwriters’ fees and commissions and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | | | |||
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Impact to remaining stockholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting discounts and commissions and interest withdrawn in order to pay our taxes, including franchise and income taxes payable (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made there would be no impact to our remaining stockholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | The rules of NASDAQ provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a U.S.-based trust account. $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. and at a brokerage institution, with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $170,100,000 of the offering proceeds would be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. |
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Investment of net proceeds | | | $200,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
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Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to stockholders is reduced by any income or franchise taxes paid or payable and in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. |
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Limitation on fair value or net assets of target business | | | NASDAQ rules require that our initial business combination must occur be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (excluding the amount of any deferred underwriting discounts and commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
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Trading of securities issued | | | The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC and BofA Securities, Inc. inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place two business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a | | | No trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | ||
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| | Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | ||
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Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. |
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Election to remain an investor | | | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. |
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| | If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that | | |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. | | | ||
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| | A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. | | | ||
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Business combination deadline | | | If we are unable to complete an initial business combination within 24 months from the closing of this offering (subject to our ability to seek an extension of such 24-month period as described herein), we 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 100% of 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 us to pay our taxes, including franchise and income taxes (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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | the requirements of other applicable law. | | | ||
| | | | |||
Release of funds | | | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, including franchise and income tax obligations, the proceeds from this offering held in the trust account will not be released from the trust account until the earliest of: (i) the completion of our initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith), (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering and (iii) the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. |
| | | | |||
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote | | | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide 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 Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | | | Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. |
| | | |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Tendering stock certificates in connection with a tender offer or redemption rights | | | We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the proxy solicitation or the tender offer materials mailed to such holders or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. |
Name | | | Age | | | Position |
Mark S. Comora | | | 79 | | | Chairman of the Board |
Nadeem Nisar | | | 48 | | | Chief Executive Officer, Director |
Charles D. Bryceland | | | 51 | | | President |
Jonathan Maurer | | | 61 | | | Managing Director |
Scott Contino | | | 54 | | | Chief Financial Officer |
Thomas J. Kelly | | | 60 | | | Secretary |
George Coyle | | | 58 | | | Director Nominee |
William D. Lese | | | 62 | | | Director Nominee |
Mark M. Little | | | 67 | | | Director Nominee |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
Mark S. Comora | | | Fortistar | | | Renewable Energy & Investments | | | President |
Nadeem Nisar | | | Fortistar | | | Renewable Energy & Investments | | | Managing Director |
Charles D. Bryceland | | | Fortistar | | | Renewable Energy & Investments | | | Managing Director |
Jonathan Maurer | | | Fortistar | | | Renewable Energy & Investments | | | Managing Director |
Scott Contino | | | Fortistar | | | Renewable Energy & Investments | | | Chief Financial Officer |
Thomas J. Kelly | | | Fortistar | | | Renewable Energy & Investments | | | General Counsel |
George Coyle | | | EIC | | | Energy Technology & Sustainability | | | Managing Partner |
| | Streamline Innovations | | | Energy Technology | | | Director | |
| | RedEye App | | | Technology | | | Director | |
| | Mission Secure, Inc. | | | Technology | | | Director | |
| | Kelvin Inc. | | | Technology | | | Director | |
| | Fracture ID | | | Energy Technology | | | Director | |
| | Comitt Well Solutions | | | Energy Technology | | | Director | |
William D. Lese | | | Braemar Energy Ventures | | | Energy Technology & Sustainability | | | Managing Partner |
| | Carbonfree Chemicals Holdings LLC | | | CO2 Utilization | | | Director | |
| | Voxel8 Inc. | | | Digital Manufacturing | | | Director | |
| | Fulham Co., Inc. | | | Energy Technology | | | Director | |
| | Utility Associates, Inc. | | | Mobility/AI | | | Director | |
| | LusBio Inc | | | Agricultural Technology | | | Director | |
| | BrightVolt Inc | | | Energy Storage | | | Director | |
Mark M. Little | | | Analog Devices | | | Technology | | | Director |
| | Powerphase LLC | | | Energy Technology | | | Director | |
| | 6K Inc. | | | Energy Technology | | | Director | |
| | Infinite Cooling | | | Energy Technology | | | Director | |
| | EverOn24 | | | Energy Storage | | | Director | |
| | Material Impact Fund | | | Renewable Energy & Investments | | | Venture Partner | |
| | Energy Impact Partners | | | Renewable Energy & Investments | | | Advisor |
| | Number of Shares Beneficially Owned(2) | | | Approximate Percentage of Outstanding Common Stock | ||||
Name and Address of Beneficial Owner(1) | | | Before Offering | | | After Offering | |||
FSSC Sponsor LLC (our sponsor)(3) | | | 5,675,000 | | | 98.7% | | | 19.7% |
Mark S. Comora(3) | | | 5,675,000 | | | 98.7% | | | 19.7% |
Nadeem Nisar | | | — | | | — | | | — |
Charles D. Bryceland | | | — | | | — | | | — |
Jonathan Maurer | | | — | | | — | | | — |
Scott Contino | | | — | | | — | | | — |
Thomas J. Kelly | | | — | | | — | | | — |
George Coyle | | | 25,000 | | | * | | | * |
William D. Lese | | | 25,000 | | | * | | | * |
Mark M. Little | | | 25,000 | | | * | | | * |
All directors, officers and director nominees as a group (9 individuals) | | | 5,750,000 | | | 100.0% | | | 20.0% |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is One North Lexington Avenue, White Plains, New York 10601. |
(2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.” |
(3) | FSSC Sponsor LLC, our sponsor, is the record holder of 5,675,000 shares of Class B common stock, 750,000 of which is subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. Our sponsor is controlled by FSSC Holdings LLC (“Sponsor Controlling Entity”), the managing member of which is a Fortistar subsidiary. Mark S. Comora, through certain Foristar subsidiaries, makes voting and dispositive decisions with respect to the securities held by our sponsor. Accordingly, Mr. Comora is deemed to have or share beneficial ownership of the securities held directly by our sponsor. |
Redemption Date (period to expiration of warrants) | | | Fair Market Value of Class A Common Stock | ||||||||||||||||||||||||
| | ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 | |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
Redemption Date (period to expiration of warrants) | | | Fair Market Value of Class A Common Stock | ||||||||||||||||||||||||
| | ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 | |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
Underwriter | | | Number of Units |
Credit Suisse Securities (USA) LLC | | | |
BofA Securities, Inc. | | | |
Total | | | 20,000,000 |
| | Per Unit(1) | | | Total(1) | |||||||
| | Without Over- allotment | | | With Over- allotment | | | Without Over- allotment | | | With Over- allotment | |
Underwriting Discounts and Commissions paid by us | | | $0.55 | | | $0.55 | | | $11,000,000 | | | $12,650,000 |
(1) | Includes $0.35 per unit, or $7,000,000 (or $8,050,000 if the over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus. |
(a) | to any legal entity which is a qualified investor as defined under the Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the Representative for any such offer; or |
(c) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
d) | to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation; |
e) | to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the Representative for any such offer; or |
f) | in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000, as amended (the “FSMA”), |
a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any units in circumstances in which Section 21(1) of the FSMA does not apply to the issuer; and |
b) | it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any units in, from or otherwise involving the United Kingdom. |
ASSETS | | | |
Current asset – cash | | | $107,601 |
Deferred offering costs | | | 289,437 |
TOTAL ASSETS | | | $397,038 |
| | ||
LIABILITIES AND STOCKHOLDER’S EQUITY | | | |
Current liabilities: | | | |
Accrued expenses | | | $3,952 |
Accrued offering costs | | | 222,038 |
Promissory note – related party | | | 150,000 |
Total Current Liabilities | | | 375,990 |
| | ||
Commitments | | | |
| | ||
Stockholder’s Equity | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | |
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; no shares issued and outstanding | | | — |
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding(1) | | | 575 |
Additional paid-in capital | | | 24,425 |
Accumulated deficit | | | (3,952) |
Total Stockholder’s Equity | | | 21,048 |
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | | | $397,038 |
(1) | Includes 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Formation and operating costs | | | $3,952 |
Net Loss | | | $(3,952) |
| | ||
Weighted average shares outstanding, basic and diluted(1) | | | 5,000,000 |
Basic and diluted net loss per common stock | | | $(0.00) |
(1) | Excludes 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
| | Class B Common Stock | | �� | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | ||||
| | Shares | | | Amount | | |||||||||
Balance – August 25, 2020 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
| | | | | | | | | | ||||||
Issuance of Class B common stock to Sponsor(1) | | | 5,750,000 | | | 575 | | | 24,425 | | | — | | | 25,000 |
| | | | | | | | | | ||||||
Net loss | | | — | | | — | | | — | | | (3,952) | | | (3,952) |
Balance – December 31, 2020 | | | 5,750,000 | | | $575 | | | $24,425 | | | $(3,952) | | | $(3,952) |
(1) | Includes 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (See Note 5). |
Cash Flows from Operating Activities: | | | |
Net loss | | | $(3,952) |
Changes in operating assets and liabilities: | | | |
Accrued expenses | | | 3,952 |
Net cash used in operating activities | | | — |
| | ||
Cash Flows from Financing Activities: | | | |
Proceeds from sale of Class B common stock to Sponsor | | | 25,000 |
Proceeds from promissory note – related party | | | 150,000 |
Payment of offering costs | | | (67,399) |
Net cash provided by financing activities | | | 107,601 |
| | ||
Net Change in Cash | | | 107,601 |
Cash – Beginning of period | | | — |
Cash – End of period | | | $107,601 |
| | ||
Non-cash investing and financing activities: | | | |
Deferred offering costs included in accrued offering costs | | | $222,038 |
Credit Suisse | | | BofA Securities |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC expenses | | | $29,854 |
FINRA expenses | | | 35,000 |
Accounting fees and expenses | | | 47,000 |
Printing and engraving expenses | | | 50,000 |
Directors’ & officers’ liability insurance premiums(1) | | | 250,000 |
Legal fees and expenses | | | 250,000 |
NASDAQ listing and filing fees | | | 75,000 |
Miscellaneous | | | 263,146 |
Total | | | $1,000,000 |
(1) | This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination. |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
Item 17. | Undertakings. |
Exhibit No. | | | Description |
| | Form of Underwriting Agreement. | |
| | Certificate of Incorporation of the Registrant. | |
| | Form of Amended and Restated Certificate of Incorporation. | |
| | Bylaws. | |
| | Specimen Unit Certificate. | |
| | Specimen Class A Common Stock Certificate. | |
| | Specimen Warrant Certificate. | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. | |
| | Opinion of Weil, Gotshal & Manges LLP. | |
| | Promissory Note, dated August 31, 2020, issued to the sponsor by the Registrant. | |
| | Form of Letter Agreement among the Registrant and its officers and directors and the sponsor. | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. | |
| | Form of Registration and Stockholder Rights Agreement among the Registrant, sponsor and the other parties thereto. | |
| | Securities Purchase Agreement, dated August 31, 2020, between the Registrant and the sponsor. | |
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and sponsor. | |
| | Form of Indemnification Agreement. | |
| | Form of Administrative Services Agreement between the Registrant and the sponsor. | |
| | Consent of Marcum LLP. | |
| | Consent of Weil, Gotshal & Manges LLP (to be included in Exhibit 5.1). | |
| | Power of Attorney (included on signature page of this Registration Statement). | |
| | Consent of George Coyle. | |
| | Consent of Mark M. Little. | |
| | Consent of William D. Lese. |
* | Previously filed. |
** | Filed herewith. |
| | Fortistar Sustainable Solutions Corp. | ||||
| | | | |||
| | By: | | | /s/ Nadeem Nisar | |
| | | | Name: Nadeem Nisar | ||
| | | | Title: Chief Executive Officer |
Name | | | Position | | | Date |
| | | | |||
* | | | Chairman of the Board of Directors | | | January |
Mark S. Comora | | |||||
| | | | |||
/s/ Nadeem Nisar | | | Chief Executive Officer, Director (Principal Executive Officer) | | | January |
Nadeem Nisar | | |||||
| | | | |||
* | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | January |
Scott Contino | |
*By: | | | /s/ Nadeem Nisar | | | |
Nadeem Nisar Attorney-in-Fact | | |