Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the Securities and Exchange Commission together
issued a public statement (the "SEC Statement") on accounting and reporting
considerations for warrants issued by special purpose acquisition companies
("SPAC"), which indicated that warrants with certain features commonly issued in
SPAC transactions "should be classified as a liability measured at fair value,
with changes in fair value each period reported in earnings." Specifically, the
SEC Statement focused on certain settlement terms and provisions related to
certain tender offers following a business combination, which terms are similar
to those contained in the warrant agreement governing Fortistar Sustainable
Solutions Corp's (the "Company") warrants.
As previously disclosed in the Company's Form 12b-25 filed with the SEC on May
18, 2021, as a result of the SEC Statement, the Company's management is
reevaluating the accounting treatment of its warrants. Management's preliminary
assessment is that the warrants should have been accounted for as derivative
liabilities. Under this accounting treatment, the Company would be required to
measure the fair value of the warrants at the end of each reporting period and
recognize changes in the fair value from the prior period in the Company's
operating results for the current period. As a result of the foregoing, as well
as the time and dedication of resources needed to prepare its Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2021 (the "Form 10-Q"), the
Company was unable to file the Form 10-Q by the required due date of May 17,
2021.
In connection with the foregoing, on May 28, 2021, the Company received a notice
(the "Notice") from the Listing Qualifications Department of The Nasdaq Stock
Market LLC ("Nasdaq") stating that the Company is not in compliance with Nasdaq
Listing Rule 5250(c)(1) (the "Rule") because it had not timely filed the Form
10-Q with the SEC. The Rule requires listed companies to timely file all
required periodic financial reports with the SEC.
Under Nasdaq rules, the Company has 60 calendar days from the date of the
Notice, or until July 27, 2021, to submit a plan to regain compliance with the
Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception
of up to 180 calendar days from the due date of the Form 10-Q, or until November
15, 2021, to regain compliance. The Company is working diligently to complete
and file the Form 10-Q as soon as reasonably practicable with the intention of
regaining compliance.
The Notice has no immediate effect on the listing or trading of the Company's
securities. However, if the Company fails to timely regain compliance with the
Rule, then the Company's securities will be subject to delisting from the
Nasdaq.
Item 8.01 Other Events.
On June 4, 2021, the Company issued a press release announcing its receipt of
the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K 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, the Company's
expectations with respect to the timing of the filing of its Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2021. 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 Registration Statement on Form S-1 filed with the
SEC and declared effective on January 26, 2021 in connection with our initial
public offering, and in subsequent reports filed with the SEC. 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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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibit
99.1 Press Release, dated June 4, 2021
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