Fortistar Sustainable Solutions Corp. - Annual Report: 2021 (Form 10-K)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021
or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FORTISTAR SUSTAINABLE SOLUTIONS CORP.

(Exact name of registrant as specified in its charter)

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(914) 421-4900

(Registrant’s telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes     ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes     ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes   ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

   ☒ Yes     ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

         

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  ☒ Yes   ☐ No

The aggregate market value of the Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the Class A common stock on June 30, 2021, as reported on the Nasdaq Capital Market, was approximately $265,477,500.

As of March 29, 2022, there were 25,875,000 shares of Class A common stock, par value $0.0001 per share, and 6,468,750 shares of Class B common stock, par value $0.0001 per share, issued and outstanding, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

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		Page
PART I		2
ITEM 1.	BUSINESS.	2
ITEM 1A.	RISK FACTORS.	21
ITEM 1B.	UNRESOLVED STAFF COMMENTS.	58
ITEM 2.	PROPERTIES.	58
ITEM 3.	LEGAL PROCEEDINGS.	58
ITEM 4.	MINE SAFETY DISCLOSURES.	58
PART II		59
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	59
ITEM 6.	[RESERVED]	59
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	60
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	63
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	63
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	63
ITEM 9A.	CONTROLS AND PROCEDURES.	63
ITEM 9B.	OTHER INFORMATION.	64
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	64
PART III		85
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	85
ITEM 11.	EXECUTIVE COMPENSATION.	94
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	94
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	97
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	99
PART IV		101
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	101
ITEM 16.	FORM 10-K SUMMARY.	103
SIGNATURES		104

•

have a positive environmental and social impact, taking into account stakeholders, employees and the community, without sacrificing a financial return for our stockholders;

•

will benefit from our management team’s operating expertise, technical expertise, structuring expertise, extensive network, insight and capital markets expertise in sustainable solutions;

•

have opportunities to grow the business organically and through third-party acquisitions;

•

will be well received by public investors and are expected to have access to the public capital markets, including investors focused on environmental, social and governance, or ESG; or

•

are expected to generate attractive risk-adjusted returns for our stockholders.

•

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

•

cause us to depend on the marketing and sale of a single product or limited number of products or services.

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

•

we issue shares of our Class A common stock (other than in a public offering) that will either (a) be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;

•

any of our directors, officers or substantial stockholders (as defined by NASDAQ rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of Class A common stock to be issued, or if the number of shares of Class A common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of Class A common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors or officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or

•

the issuance or potential issuance of common stock will result in our undergoing a change of control.

•

the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

•

the expected cost of holding a stockholder vote;

•

the risk that the stockholders would fail to approve the proposed business combination;

•

other time and budget constraints of the company; and

•

additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.

•

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 contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our NASDAQ listing or Exchange Act registration.

ITEM 1A.

Risk Factors.

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of the prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic;

•

the ability of our officers and directors to generate a number of potential acquisition opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•

the trust account not being subject to claims of third parties;

•

our financial performance following our initial public offering. Past performance by our management team and their affiliates may not be indicative of future performance of an investment in the Company, and we may seek business combinations opportunities in industries that may not be in our management’s area of expertise;

•

our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results;

•

our ability to develop and maintain an effective system of internal control over financial reporting; or

•

future changes to current accounting practices for SPACs, which could result in further changes to our financial statements and disclosures, and which could have a material adverse impact.

•

restrictions on the nature of our investments; and

•

restrictions on the issuance of securities, each of which may make it difficult for us to complete our business combination.

•

registration as an investment company;

•

adoption of a specific form of corporate structure; and

•

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

•

volatility of oil and natural gas prices;

•

price and availability of alternative fuels, such as solar, coal, nuclear and wind energy;

•

competitive pressures in the utility industry, primarily in wholesale markets, as a result of consumer demand, technological advances, greater availability of natural gas and other factors;

•

significant federal, state and local regulation, taxation and regulatory approval processes as well as changes in applicable laws and regulations;

•

the speculative nature of and high degree of risk involved in investments in the upstream, midstream and energy services sectors, including relying on estimates of oil and gas reserves and the impacts of regulatory and tax changes;

•

proximity and capacity of oil, natural gas and other transportation and support infrastructure to production facilities;

•

availability of key inputs, such as strategic consumables, raw materials and drilling and processing equipment;

•

the supply of and demand for oilfield services and equipment in the United States and internationally;

•

available pipeline, storage and other transportation capacity;

•

changes in global supply and demand and prices for commodities;

•

impact of energy conservation efforts;

•

technological advances affecting energy production and consumption;

•

overall domestic and global economic conditions;

•

availability of, and potential disputes with, independent contractors;

•

natural disasters, terrorist acts and similar dislocations; and

•

value of U.S. dollar relative to the currencies of other countries.

•

solely dependent upon the performance of a single business, property or asset; or

•

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

•

higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

•

rules and regulations regarding currency redemption;

•

complex corporate withholding taxes on individuals;

•

laws governing the manner in which future business combinations may be effected;

•

exchange listing and/or delisting requirements;

•

tariffs and trade barriers;

•

regulations related to customs and import/export matters;

•

local or regional economic policies and market conditions;

•

unexpected changes in regulatory requirements;

•

longer payment cycles;

•

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

•

currency fluctuations and exchange controls;

•

rates of inflation;

•

challenges in collecting accounts receivable;

•

cultural and language differences;

•

employment regulations;

•

underdeveloped or unpredictable legal or regulatory systems;

•

corruption;

•

protection of intellectual property;

•

social unrest, crime, strikes, riots and civil disturbances;

•

regime changes and political upheaval;

•

terrorist attacks and wars; and

•

deterioration of political relations with the United States.

•

a limited availability of market quotations for our securities;

•

reduced liquidity for our securities;

•

a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

•

may significantly dilute the equity interest of our public stockholders;

•

may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

•

could cause a change in control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

•

may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

•

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

•

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

•

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

•

our inability to pay dividends on our common stock;

•

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes;

•

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

•

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

•

other disadvantages compared to our competitors who have less debt.

	Page
Report of Independent Registered Public Accounting Firm PCAOB ID Number 688	65
Balance Sheets	66
Statements of Operations	67
Statements of Changes in Stockholders’ Equity (Deficit)	68
Statements of Cash Flows	69
Notes to Financial Statements	70

		December 31, 2021				December 31, 2020
ASSETS
Current assets
Cash		$	661,275			$	107,601
Prepaid expenses			302,159				—
Total Current Assets			963,434				107,601
Deferred offering costs			—				289,437
Marketable securities held in Trust Account			258,778,573				—
TOTAL ASSETS		$	259,742,007			$	397,038
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accrued expenses		$	1,746,660			$	3,952
Accrued offering costs			—				222,038
Promissory note – related party			—				150,000
Total Current Liabilities			1,746,660				375,990
Warrant liabilities			12,265,755				—
Deferred underwriting fee payable			9,056,250				—
Total Liabilities			23,068,665				375,990
Commitments (Note 6)
Class A common stock subject to possible redemption; $0.0001 par value; 25,875,000 and no shares at redemption value at December 31, 2021 and 2020, respectively			258,750,000				—
Stockholders’ (Deficit) 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; no shares issued and outstanding (excluding 25,875,000 and no shares subject to possible redemption) at December 31, 2021 and 2020			—				—
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 6,468,750 shares issued and outstanding at December 31, 2021 and 2020 (1)			647				647
Additional paid-in capital			—				24,353
Accumulated deficit			(22,077,305	)			(3,952	)
Total Stockholders’ (Deficit) Equity			(22,076,658	)			21,048
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY		$	259,742,007			$	397,038

		Year Ended December 31,				For the Period from August 25, 2020 (Inception) through December 31,
		2021				2020
Operating and formation costs		$	2,368,051			$	3,952
Loss from operations			(2,368,051	)			(3,952	)
Other income (expense):
Change in fair value of warrant liabilities			2,215,245				—
Transaction costs incurred in connection with Initial Public Offering			(536,079	)			—
Interest earned on marketable securities held in Trust Account			28,573				—
Other income, net			1,707,739				—
Net loss		$	(660,312	)		$	(3,952	)
Weighted-average shares outstanding, Class A common stock			23,819,178				—
Basic and diluted loss per share, Class A common stock		$	(0.02	)		$	—
Weighted-average shares outstanding, Class B common stock			6,401,712				5,625,000
Basic and diluted loss per share, Class B common stock		$	(0.02	)		$	(0.00	)

		Class A Common Stock								Class B Common Stock
		Shares				Amount				Shares				Amount				Additional Paid-in Capital				Accumulated Deficit				Total Stockholders’ Equity (Deficit)
Balance – August 25, 2020			—			$	—				—			$	—			$	—			$	—			$	—
Issuance of Class B common stock to Sponsor			—				—				6,468,750				647				24,353				—				25,000
Net loss			—				—				—				—				—				(3,952	)			(3,952	)
Balance – December 31, 2020			—			$	—				6,468,750			$	647			$	24,353			$	(3,952	)		$	21,048
Accretion for Class A common stock to redemption amount			—				—				—				—				(2,033,353	)			(21,413,041	)			(23,446,394	)
Cash paid in excess of fair value for private warrants			—				—				—				—				2,009,000				—				2,009,000
Net loss			—				—				—				—				—				(660,312	)			(660,312	)
Balance – December 31, 2021			—			$	—				6,468,750			$	647			$	—			$	(22,077,305	)		$	(22,076,658	)

		Year Ended December 31,				For the Period from August 25, 2020 (inception) through December 31,
		2021				2020
Cash Flows from Operating Activities:
Net loss		$	(660,312	)		$	(3,952	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account			(28,573	)			—
Change in fair value of warrant liabilities			(2,215,245	)			—
Transaction costs incurred in connection with IPO			536,079				—
Changes in operating assets and liabilities:
Prepaid expenses			(302,159	)			—
Accrued expenses			1,742,708				3,952
Net cash used in operating activities			(927,502	)			—
Cash Flows from Investing Activities:
Investment of cash in Trust Account			(258,750,000	)			—
Net cash used in investing activities			(258,750,000	)			—
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor			—				25,000
Proceeds from sale of Units, net of underwriting discounts paid			253,575,000				—
Proceeds from sale of Private Placement Warrants			7,175,000				—
Proceeds from promissory note - related party			—				150,000
Repayment of promissory note – related party			(150,000	)			—
Payment of offering costs			(368,824	)			(67,399	)
Net cash provided by financing activities			260,231,176				107,601
Net Change in Cash			553,674				107,601
Cash – Beginning			107,601				—
Cash – Ending		$	661,275			$	107,601
Non-cash investing and financing activities:
Offering costs included in accrued offering costs		$	—			$	222,038
Accretion for Class A common stock to redemption amount		$	23,446,394			$	—
Deferred underwriting fee payable		$	9,056,250			$	—

Gross proceeds		$	258,750,000
Less:
Proceeds allocated to Public Warrants		$	(9,315,000	)
Class A common stock issuance costs		$	(14,131,394	)
Plus:
Accretion of carrying value to redemption value		$	23,446,394
Class A common stock subject to possible redemption		$	258,750,000

		Year Ended December 31, 2021								For the Period from August 25, 2020 (Inception) Through December 31, 2020
		Class A				Class B				Class A				Class B
Basic and diluted net loss per common share
Numerator:
Allocation of net loss, as adjusted		$	(520,438	)		$	(139,874	)		$	—			$	(3,952	)
Denominator:
Basic and diluted weighted average shares outstanding			23,819,178				6,401,712				—				5,625,000
Basic and diluted net loss per common share		$	(0.02	)		$	(0.02	)		$	—			$	(0.00	)

		December 31, 2021				December 31, 2020
Deferred tax assets:
Net operating loss carryforward		$	36,966			$	830
Startup/Organization expenses			455,154				—
Total deferred tax assets			492,120				830
Valuation allowance			(492,120	)			(830)
Net deferred tax assets		$	—			$	—

		Year Ended December 31, 2021				For the Period from August 25, 2020 (Inception) Through December 31, 2020
Federal:
Current			—				—
Deferred		$	(491,290	)		$	(830)
State and Local:
Current			—				—
Deferred expense			—				—
Change in valuation allowance			491,290				830
Income tax provision		$	—			$	—

		December 31, 2021				December 31, 2020
Statutory federal income tax rate			21.00	%			21.0	%
State taxes, net of federal tax benefit			0.00	%			0.0	%
Change in fair value of warrant liabilities			70.45	%			0.0	%
Transaction costs incurred in connection with Initial Public Offering			-17.05	%			0.0	%
Meals and entertainment			0.00	%			0.0	%
Valuation allowance			-74.40	%			-21.0	%
Income tax provision			0.00	%			0.00	%

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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

Description		Level				December 31, 2021
Assets:
Marketable securities held in Trust Account			1			$	258,778,573
Liabilities:
Warrant Liabilities – Public Warrants			1				7,891,875
Warrant Liabilities – Private Placement Warrants			3				4,373,880

Input
Market price of public shares		$	9.71
Risk-free rate			1.18	%
Dividend yield			0.00	%
Volatility			12.9	%
Exercise price		$	11.50
Effective expiration date		6/11/26

​		Private Placement				Public				Warrant Liabilities
Fair value as of January 1, 2021		$	—			$	—			$	—
Initial measurement on January 29, 2021			5,166,000				9,315,000				14,481,000
Change in valuation inputs or other assumptions			(792,120	)			(258,750	)			(1,050,870	)
Transfer to Level 1			—				(9,056,250	)			(9,056,250	)
Fair value as of December 31, 2021		$	4,373,880			$	—			$	4,373,880

Name	Age	Title
Mark S. Comora	80	Chairman of the Board
Nadeem Nisar	49	Chief Executive Officer, Director
Charles D. Bryceland	52	President
Scott Contino	55	Chief Financial Officer
Thomas J. Kelly	61	Secretary
George Coyle	59	Director
William D. Lese	63	Director
Mark M. Little	69	Director

•

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

•

pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

•

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

•

setting clear hiring policies for employees or former employees of the independent auditors;

•

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

•

obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

•

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

•

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation;

•

reviewing and approving on an annual basis the compensation of all of our other officers;

•

reviewing on an annual basis our executive compensation policies and plans;

•

implementing and administering our incentive compensation equity-based remuneration plans;

•

assisting management in complying with our proxy statement and annual report disclosure requirements;

•

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•

if required, producing a report on executive compensation to be included in our annual proxy statement; and

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Individual		Entity		Entity’s Business		Affiliation
Mark S. Comora		Fortistar		Renewable Energy & Investments		President
		Opal Fuels LLC		Renewable Energy & Investments		Director
Nadeem Nisar		Fortistar		Renewable Energy & Investments		Managing Director
		Opal Fuels LLC		Renewable Energy & Investments		Director
Charles D. Bryceland		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
		Infinite Cooling		Energy Technology		Director
		EverOn24		Energy Storage		Director
		Material Impact Fund		Renewable Energy & Investments		Venture Partner
		Energy Impact Partners		Renewable Energy & Investments		Advisor
		Accelerate Acquisition Corp.		Industrial Technology		Director

•

None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

•

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

•

Our initial stockholders 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 24months from the closing of our initial public 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 our initial public 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 do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of: (A) one year after the completion of our initial business combination; or (B) subsequent to our initial business combination, (x) if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-tradingday period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following our initial public offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

•

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

•

Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or 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 at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

•

the corporation could financially undertake the opportunity;

•

the opportunity is within the corporation’s line of business; and

•

it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

•

repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

•

payment to our sponsor of $10,000 per month for office space, utilities, secretarial support and administrative services;

•

reimbursement for any out-of-pocket expenses related to identifying, investigating 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, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,000,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender.

(a)

The following documents are filed as part of this Annual Report on Form 10-K:

(1)

Financial Statements:  See “Item 8. Financial Statements and Supplementary Data”

(2)

Financial Statement Schedules:

(3)

Exhibits

EXHIBIT INDEX
Exhibit		Description
3.1		Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2021).
3.2		Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2021).
3.3		Bylaws of the Company (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2021).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2021).
4.2		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2021).
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2021).
4.4		Warrant Agreement, dated January 29, 2021, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2021).
4.5*		Description of Securities.
10.1		Promissory Note, dated August 31, 2020, issued to the Sponsor by the Company (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2021).
10.2		Investment Management Trust Agreement, dated January 29, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2021).
10.3		Registration and Stockholder Rights Agreement, dated January 29, 2021, among the Company, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2021).
10.4		Securities Purchase Agreement, dated August 31, 2020, by and between the Company and Sponsor (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2021).
10.5		Private Placement Warrants Purchase Agreement, dated January 26, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2021).
10.6		Administrative Services Agreement, dated January 26, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2021).

10.7		Form of Letter Agreements, dated January 29, 2021, by and among the Company, its officers, its directors and the Sponsor (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2021).
10.8		Form of Indemnity Agreements, dated January 29, 2021, between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2021).
31.1**		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, 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.

**

The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

			FORTISTAR SUSTAINABLE SOLUTIONS CORP.
Date:	March 30, 2022		By:	/s/ Nadeem Nisar
				Name:	Nadeem Nisar
				Title:	Chief Executive Officer
					(Principal Executive Officer)

Signature	Title	Date
/s/ Mark S. Comora	Chairman of the Board of Directors	March 30, 2022
Mark S. Comora
/s/ Nadeem Nisar	Chief Executive Officer, Director (Principal Executive Officer)	March 30, 2022
Nadeem Nisar
/s/ Scott Contino	Chief Financial Officer (Principal Financial and Accounting Officer)	March 30, 2022
Scott Contino
/s/ George Coyle	Director	March 30, 2022
George Coyle
/s/ William D. Lese	Director	March 30, 2022
William D. Lese
/s/ Mark M. Little	Director	March 30, 2022
Mark M. Little

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