UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the period ended March 31, 2022

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

For the transition period from to

CORSAIR PARTNERING CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40285	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

717 Fifth Avenue, 24th Floor New York, New York		10022
(Address of principal executive offices)		(Zip Code)

(212) 244-9400

Registrant’s telephone number, including area code:

Not Applicable

(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001	CORS	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CORS WS	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	CORS.U	The New York Stock Exchange

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, 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 13, 2022, 28,090,000 Class A ordinary shares, par value $0.0001 per share, 250,000 Class B ordinary shares, par value $0.0001 per share, and 1,404,500 Class F ordinary shares, par value $0.0001 per share, were issued and outstanding.

CORSAIR PARTNERING CORPORATION

Form 10-Q

For the Period Ended March 31, 2022

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and for the Period from January 1, 2021 (Commencement of Operations) through March 31, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and for the Period from January 1, 2021 (Commencement of Operations) Through March 31, 2021	3
	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2022 and for the Period from January 1, 2021 (Commencement of Operations) Through March 31, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures (as restated)	26
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
Signatures		29

	March 31, 2022			December 31, 2021
Assets:	(Unaudited)
Current assets:
Cash	$	537,030		$	881,821
Prepaid expenses		496,020			605,633
Due from related party		8,992			-
Total current assets		1,042,042			1,487,454
Investments held in Trust Account		281,016,296			280,950,832
Total Assets	$	282,058,338		$	282,438,286

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:
Current liabilities:
Accounts payable	$	17,548		$	142,310
Accrued expenses		311,471			198,520
Due to related party		-			2,581
Total current liabilities		329,019			343,411
Derivative warrant liabilities		6,205,640			14,977,206
Deferred underwriting commissions in connection with the initial public offering		9,831,500			9,831,500
Total liabilities		16,366,159			25,152,117

Commitments and Contingencies

Class A ordinary shares subject to possible redemption; $0.0001 par value; 28,090,000 shares at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021		280,900,000			280,900,000

Shareholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021		-			-
Class A ordinary shares, $0.0001 par value; 380,000,000 shares authorized; no non-redeemable shares issued or outstanding as of March 31, 2022 and December 31, 2021		-			-
Class B ordinary shares, $0.0001 par value; 1,000,000 shares authorized; 250,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		25			25
Class F ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 1,404,500 shares issued and outstanding as of March 31, 2022 and December 31, 2021		141			141
Additional paid-in capital		-			-
Accumulated deficit		(15,207,987	)		(23,613,997	)
Total shareholders' deficit		(15,207,821	)		(23,613,831	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	282,058,338		$	282,438,286

	For the Three Months Ended March 31, 2022			For the Period from January 1, 2021 (Commencement of Operations) through March 31, 2021

General and administrative expenses	$	431,020		$	34,020
Loss from operations		(431,020	)		(34,020	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		8,771,566			-
Income from investments held in Trust Account		65,464			-
Net income (loss)	$	8,406,010		$	(34,020	)

Weighted average number of shares outstanding of Class A ordinary shares, basic and diluted		28,090,000			-
Basic and diluted net income per share, Class A ordinary shares	$	0.28		$	-
Weighted average number of shares outstanding of Class B ordinary shares, basic and diluted		250,000			230,556
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.28		$	(0.02	)
Weighted average number of shares outstanding of Class F ordinary shares, basic and diluted		1,404,500			1,152,778
Basic and diluted net income (loss) per share, Class F ordinary shares	$	0.28		$	(0.02	)

	Ordinary shares												Additional Paid-In Capital		Accumulated Deficit			Total Shareholders' Deficit
	Class A				Class B				Class F
	Shares		Amount		Shares		Amount		Shares		Amount
Balance - December 31, 2021		-	$	-		250,000	$	25		1,404,500	$	141	$	-	$	(23,613,997	)	$	(23,613,831	)
Net income		-		-		-		-		-		-		-		8,406,010			8,406,010
Balance - March 31, 2022 (unaudited)		-	$	-		250,000	$	25		1,404,500	$	141	$	-	$	(15,207,987	)	$	(15,207,821	)

	For the Three Months Ended March 31, 2022			For the Period from January 1, 2021 (Commencement of Operations) through March 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	8,406,010		$	(34,020	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B and Class F ordinary shares		-			25,000
Income on investments from Trust Account		(65,464	)		-
Due to related party		(11,573	)		719
Change in fair value of derivative warrant liabilities		(8,771,566	)		-
Changes in operating assets and liabilities:
Prepaid expenses		109,613			-
Accounts payable		(124,762	)		-
Accrued expenses		112,951			8,301
Net cash used in operating activities		(344,791	)		-

Cash Flows from Financing Activities:
Proceeds from note payable to related party		-			25,100
Net cash provided by financing activities		-			25,100

Net change in cash		(344,791	)		25,100
Cash - beginning of the period		881,821			-
Cash - end of the period	$	537,030		$	25,100

Supplemental disclosure of noncash financing activities:
Offering costs included in accounts payable	$	-		$	23,175
Offering costs included in accrued expenses	$	-		$	370,000
Offering cost paid by related party under promissory note	$	-		$	144,771

Gross proceeds	$	280,900,000
Less:
Fair value of Public Warrants at issuance		(9,082,433	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(15,555,759	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		24,638,192
Class A ordinary shares subject to possible redemption	$	280,900,000

SEC Form 10-Q filed by Corsair Partnering Corporation