Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In response to recent comment letters issued by the U.S. Securities and Exchange
Commission ("SEC"), Fortistar Sustainable Solutions Corp. (the "Company") has
re-evaluated its application of ASC 480-10-S99-3A to its accounting
classification of the redeemable shares of class A common stock ("Redeemable
Shares") issued in connection with the Company's initial public offering.
Historically, a portion of the Redeemable Shares was classified as permanent
equity to maintain net tangible assets greater than $5,000,000 on the basis that
the Company will consummate its initial business combination only if the Company
has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation,
the Company's management has determined that the Redeemable Shares include
certain provisions that require classification of the Redeemable Shares as
temporary equity regardless of the minimum net tangible assets required to
complete the Company's initial business combination.
As a result of the foregoing, the Company's management and the audit committee
of the Company's board of directors, after consultation with its advisors,
concluded that the Company's previously issued (i) audited balance sheet as of
January 29, 2021, included in the Current Report on Form 8-K filed with the SEC
on March 18, 2021, (ii) unaudited interim balance sheet as of March 31, 2021,
included in the Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2021, filed with the SEC on July 26, 2021, and (iii) unaudited interim
balance sheet as of June 30, 2021, included in the Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2021, filed with the SEC on August 23,
2021 (collectively the "Affected Periods"), should be restated to report all
Redeemable Shares as temporary equity and should no longer be relied upon. As
such, the Company will restate its balance sheets for the Affected Periods in
the Company's Quarterly Report on Form 10-Q for the period ended on September
30, 2021 ("Third Quarterly Report"), which is expected to be filed in November
16, 2021, as described therein.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with
the initial public offering.
Due to the classification error, management concluded that a material weakness
exists in the Company's internal control over financial reporting and that the
Company's disclosure controls and procedures were not effective. The Company's
remediation plan with respect to such material weakness will be described in
more detail in the Third Quarterly Report.
Management has discussed the matters disclosed pursuant to this Item 4.02 with
its independent registered public accounting firm.
Forward-Looking Statements
This Current Report includes "forward-looking statements" within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. The Company's actual results may differ from its expectations, estimates
and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as "expect," "estimate,"
"anticipate," "intend," "plan," "may," "will," "could," "should," "believes,"
"continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, the completion of the Company's quarterly review procedures, many of
which are outside the Company's control. These forward-looking statements
involve significant risks and uncertainties that could cause the actual results
to differ materially from the expected results, including those under "Risk
Factors" in the Company's: (i) Registration Statement on Form S-1 filed with the
SEC and declared effective on January 26, 2021 in connection with our initial
public offering, (ii) First Quarterly Report filed with the SEC on July 26,
2021; (iii) Second Quarterly Report filed with the SEC on August 23, 2021; and
(iv) subsequent reports filed with the SEC after the date hereof. Most of these
factors are outside the Company's control and are difficult to predict. The
Company cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company does not undertake
or accept any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances on which any
such statement is based, except to the extent required by law.
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