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Fortistar Sustainable Solutions Corp. - FSSI

  • Commons

    $9.80

    +0.00%

    FSSI Vol: 125.0

  • Warrants

    $0.79

    -1.25%

    FSSIW Vol: 2.0K

  • Units

    $10.07

    -0.85%

    FSSIU Vol: 500.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 252.3M
Average Volume: 28.8K
52W Range: $8.99 - $10.26
Weekly %: +0.00%
Monthly %: +0.72%
Inst Owners: 76

Info

Target: Searching
Days Since IPO: 305
Unit composition:
Each unit has an offering price of  $10.00 and consists of one share of our Class A common stock and one-half of one warrant
Trust Size: 20000000.0M

Management

Our officers, directors and director nominees are as follows:Name​​Age​​PositionMark S. Comora​​79​​Chairman of the BoardNadeem Nisar​​48​​Chief Executive Officer, DirectorCharles D. Bryceland​​51​​PresidentJonathan Maurer​​61​​Managing DirectorScott Contino​​53​​Chief Financial Officer Thomas J. Kelly​​60​​SecretaryGeorge Coyle​​58​​Director NomineeMark M. Little​​67​​Director NomineeMark S. Comora has served as our Chairman and a Director of our board of directors since our inception in August 2020. Mr. Comora is the Founder and President of Fortistar. Since taking Fortistar private in 1993, Mr. Comora has led Fortistar’s growth in the decarbonization of power generation, transportation fuels and industrial processes. Mr. Comora is the chairman of Fortistar’s management and investment committees and serves on the board of directors of several of Fortistar’s portfolio companies, including TruStar Energy, Primary Energy, Braven Environmental and Fortistar Methane Holdings. Mr. Comora is an officer and member of the board of directors of the American Museum of Fly Fishing and a past member of the board of directors of the Independent Power Producers of New York and of the Equipment Leasing Association and Leasing Foundation. Mr. Comora is a CPA and has an MBA from Columbia University and a BA from the University of Michigan.We believe that Mr. Comora’s broad transactional experience in the power generation, energy infrastructure, carbon transition and renewables sectors make him well qualified to serve on our board of directors.Nadeem Nisar has been our Chief Executive Officer and has served on our board of directors since our inception in August 2020. Mr. Nisar has been serving as a Managing Director of Fortistar since July 2008, where he serves as Co-Head of Fortistar’s Investment Team. Mr. Nisar is a member of Fortistar’s management and investment committees which oversees the operations of Fortistar’s portfolio companies. He also serves on the board of directors of several of Fortistar’s portfolio companies, including Fortistar Methane 3 Holdings LLC, TruStar Energy, Primary Energy, Carbonfree Chemicals LLC and Braven Environmental. Since joining Fortistar in July 2008, Mr. Nisar has been executing Fortistar’s successful long-term strategy of sponsoring control investments in large scale power generation and energy infrastructure companies as well as leading Fortistar’s growth equity investments in biofuels, carbon capture and circular economy sectors. Prior to Fortistar, Mr. Nisar was a member of Deutsche Bank AG’s Power & Utilities group and Credit Suisse’s M&A and Global Energy teams where he advised on $30 billion in M&A and $20 billion in financing transactions. Mr. Nisar has a BS in Electrical Engineering from Washington University and a BA in Physics and Economics from Ohio Wesleyan University.We believe that Mr. Nisar’s long standing relationships and significant experience in the power generation, energy infrastructure, carbon transition and renewables sectors make him well qualified to serve on our board of directors.Charles D. Bryceland has been our President since our inception in August 2020. Mr. Bryceland has been serving as a Managing Director at Fortistar since March 2020 and is a member of Fortistar’s management and investment committees. Mr. Bryceland is actively involved in the firm’s growth strategy and is responsible for originating and stewarding investments across Fortistar’s areas of focus. Mr. Bryceland has almost thirty years of financial services experience and has held several senior leadership roles in both large and small investment firms. He started his career as a McKinsey & Company, Inc. trained internal consultant at J.P. Morgan, Inc. and has acted as a banker, broker, investor and asset manager over his career. Most recently, Mr. Bryceland was a Managing Director at Bessemer Trust from January 2014 until March 2020, serving as the head of Alternative Investments. In this role, he was responsible for leading the firm’s $8 billion Private Equity, Real Asset, and Hedge Fund investment activities. Prior to joining Bessemer, Mr. Bryceland held several roles in financial services firms, including his own firm, The Bryceland Group, which provided outsourced CIO and investment banking services. Before that, he was a Managing Director for Bank of America Securities by way of the 109 TABLE OF CONTENTSacquisition of Montgomery Securities LLC. He began his career at Morgan Guaranty Trust Company, legacy J.P. Morgan, Inc. Mr. Bryceland has a BA from Hamilton College.Jonathan Maurer has been our Managing Director since our inception in August 2020. Mr. Maurer served as a Managing Director of Fortistar since October 1989, where he is Co-Head of Fortistar’s Investment Team. Mr. Maurer is a member of Fortistar’s management and investment committees and manages Fortistar’s renewable natural gas, landfill gas to power, and biomass energy companies. Mr. Maurer has been with Fortistar for over 30 years and previously was a commercial banker with JP Morgan Chase & Co. Mr. Maurer has an MBA from Columbia Business School and a BA from St. Lawrence University.Scott Contino has been our Chief Financial Officer since our inception in August 2020. Mr. Contino serves as Chief Financial Officer of Fortistar where he is principally responsible for company-wide accounting, tax, and treasury matters. Mr. Contino manages Fortistar’s internal accounting group and insurance programs. Mr. Contino has been with Fortistar for over 20 years and has an MBA from INSEAD and a BS from Georgetown University.Thomas J. Kelly has been our Secretary since our inception in August 2020. Mr. Kelly has served as General Counsel of Fortistar since September 2013. Prior to Fortistar, Mr. Kelly served as executive vice president, general counsel, and chief of staff to the New York Power Authority, the country’s largest public power organization. Mr. Kelly was also president of the New York State Environmental Facilities Corporation and consulted for the United States Agency for International Development. Mr. Kelly has been a practicing attorney for 30 years and has served on the boards of several private, municipal and not for profit organizations. George Coyle has agreed to serve on our board of directors following the completion of this offering. Mr. Coyle is a co-Founder and has served as Managing Partner of Energy Innovation Capital (“EIC”) since February 2016, and he leads EIC’s Houston office. Prior to EIC, Mr. Coyle served as a Manager of ConocoPhillips Technology Ventures Investments (“ConocoPhilips”) from February 2011 until February 2016. Mr. Coyle currently serves as a Director of multiple venture capital-backed companies, including Streamline Innovations, Inc., RedEye Apps and Mission Secure, Inc. He is one of the longest-tenured venture capital investors in the energy technology industry, having previously co-founded and led three corporate venture capital groups: ConocoPhillips, Energy Technology Ventures and Chevron Technology Ventures. Mr. Coyle also served as the President and Chief Executive Officer of DeepFlex, Inc., a venture capital-backed energy technology company. He previously worked in Exploration & Production leadership roles at Chevron Corporation. Mr. Coyle holds an MBA from Tulane University, a MS in Geology (Geophysics Option) from the University of Kansas and a BS in Earth Sciences from the University of New Orleans.We believe that Mr. Coyle’s experience in the energy technology industry and his leadership positions at several successful companies make him well qualified to serve on our board of directors.Mark M. Little has agreed to serve on our board of directors following the completion of this offering. Dr. Little served as Senior Vice President, GE Global Research and Chief Technology Officer of General Electric Company (“GE”), a global digital industrial company, from 2005 until December 2015. Dr. Little joined GE in 1978 and held management positions in engineering and business during his 37-year tenure. In addition to his technology leadership, Dr. Little led several multi-billion dollar business units at GE, including GE Energy’s power-generation segment. Since October 2016, he has served as an Advisor to Energy Impact Partners, a strategic energy investment firm. Dr. Little also serves as a Director of Analog Devices, Inc., a position he has held since March 2017.We believe that Dr. Little’s significant experience in executive positions at a public company and his leadership in the technology industry make him well qualified to serve on our board of directors.Number and Terms of Office of Officers and DirectorsWe intend to have    directors upon completion of this offering. Our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of    and    , will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of     and    , will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of    and    , will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination.110 TABLE OF CONTENTSPrior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors so long as the sponsor and its permitted transferees continue to hold at least 50% of the number of founder shares held by the sponsor immediately prior to closing of this offering and after any forfeiture of its founder shares.Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a Chairman of the Board, Presidents, Vice Presidents, Assistant Secretaries and a Treasurer) as the Board from time to time may determine.Director IndependenceNASDAQ listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of    ,    ,     and     are “independent directors” as defined in NASDAQ listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.Officer and Director CompensationNone of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on NASDAQ through the earlier of consummation of our initial business combination and our liquidation, we will have agreed to pay our sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. In addition, our sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis any payments that were made to Fortistar, our sponsor, our officers and our directors, and any affiliates thereof.After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation or tender offer materials (as applicable) furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of 111 TABLE OF CONTENTSour initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.Committees of the Board of DirectorsUpon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of NASDAQ and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NASDAQ require that the compensation committee of a listed company be comprised solely of independent directors. Audit CommitteeUpon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors.    ,    and    will serve as members of our audit committee. Under NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each member of the audit committee is financially literate and our board of directors has determined that    qualifies as an “audit committee financial expert” as defined in applicable SEC rules.We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:•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.Compensation CommitteePrior to the consummation of this offering, we will establish a compensation committee of the board of directors.    and    will serve as members of our compensation committee. Under NASDAQ listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.    and    are independent.    will serve as chair of the compensation committee.We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:112 TABLE OF CONTENTS•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.Notwithstanding the foregoing, as indicated above, other than the $10,000 per month administrative fee that will be payable to our sponsor and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective

Holder Stats

1 0
% of Shares Held by All Insider 0.00%
% of Shares Held by Institutions 68.93%
% of Float Held by Institutions 68.93%
Number of Institutions Holding Shares 76

Mutual Fund Holders

Holder Shares Date Reported Value % Out
AQR Funds-AQR Diversified Arbitrage Fd 44566 2021-06-29 433627 0.16999999999999998
Fidelity NASDAQ Composite Index Fund 18237 2021-08-30 176351 0.07
RiverNorth Opportunities Fd 8682 2021-07-30 84041 0.03

SEC Filings

Form Type Form Description Filing Date Document Link
8-K/A 8-K/A 2021-11-19 https://www.sec.gov/Archives/edgar/data/1822862/000114036121038669/brhc10031018_8ka.htm
10-Q 10-Q 2021-11-16 https://www.sec.gov/Archives/edgar/data/1822862/000114036121038135/brhc10030404_10q.htm
8-K 8-K 2021-11-16 https://www.sec.gov/Archives/edgar/data/1822862/000114036121038123/brhc10030916_8k.htm
NT 10-Q NT 10-Q 2021-11-16 https://www.sec.gov/Archives/edgar/data/1822862/000114036121038110/brhc10030917_nt10q.htm
10-Q 10-Q 2021-08-23 https://www.sec.gov/Archives/edgar/data/1822862/000114036121029114/brhc10028217_10q.htm
NT 10-Q NT 10-Q 2021-08-17 https://www.sec.gov/Archives/edgar/data/1822862/000114036121028624/brhc10028150_nt10q.htm
10-Q 10-Q 2021-07-26 https://www.sec.gov/Archives/edgar/data/1822862/000114036121025524/brhc10024688_10q.htm
SC 13G SEC SCHEDULE 13G 2021-07-12 https://www.sec.gov/Archives/edgar/data/1822862/000090221921000372/SEC13G_Filing.htm
8-K 8-K 2021-06-09 https://www.sec.gov/Archives/edgar/data/1822862/000114036121020265/brhc10025596_8k.htm
NT 10-Q NT 10-Q 2021-05-18 https://www.sec.gov/Archives/edgar/data/1822862/000114036121017863/brhc10024772_nt10q.htm
8-K 8-K 2021-03-18 https://www.sec.gov/Archives/edgar/data/1822862/000114036121009090/brhc10021862_8k.htm
SC 13G FORTISTAR SUSTAINABLE SOLUTIONS CORP. 2021-02-08 https://www.sec.gov/Archives/edgar/data/1822862/000090266421000963/p21-0487sc13g.htm
8-K 8-K 2021-02-04 https://www.sec.gov/Archives/edgar/data/1822862/000114036121003425/nt10014840x13_8k.htm
8-K FORM 8-K 2021-02-01 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002929/nt10014840x12_8k.htm
424B4 424B4 2021-01-28 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002523/nt10014840x11_424b4.htm
EFFECT 2021-01-26 https://www.sec.gov/Archives/edgar/data/1822862/999999999521000285/xslEFFECTX01/primary_doc.xml
S-1MEF S-1MEF 2021-01-26 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002239/nt10014840x10_s1mef.htm
3 FORM 3 2021-01-26 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002233/xslF345X02/form3.xml
3 FORM 3 2021-01-26 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002232/xslF345X02/form3.xml
3 FORM 3 2021-01-26 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002230/xslF345X02/form3.xml
3 FORM 3 2021-01-26 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002228/xslF345X02/form3.xml
3 FORM 3 2021-01-26 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002226/xslF345X02/form3.xml
3 FORM 3 2021-01-26 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002222/xslF345X02/form3.xml
3 FORM 3 2021-01-26 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002220/xslF345X02/form3.xml
3 FORM 3 2021-01-26 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002218/xslF345X02/form3.xml
3 FORM 3 2021-01-26 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002216/xslF345X02/form3.xml
CERT 2021-01-26 https://www.sec.gov/Archives/edgar/data/1822862/000135445721000108/8A_Cert_FSSI.pdf
8-A12B 8-A12B 2021-01-25 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002035/nt10014840x8_8a12b.htm
CORRESP 2021-01-25 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002031/filename1.htm
CORRESP 2021-01-25 https://www.sec.gov/Archives/edgar/data/1822862/000114036121002028/filename1.htm
CORRESP 2021-01-22 https://www.sec.gov/Archives/edgar/data/1822862/000114036121001939/filename1.htm
S-1/A S-1/A 2021-01-22 https://www.sec.gov/Archives/edgar/data/1822862/000114036121001936/nt10014840x5_s1a.htm
UPLOAD 2021-01-22 https://www.sec.gov/Archives/edgar/data/1822862/000000000021000764/filename1.pdf
S-1/A FORM S-1/A 2021-01-15 https://www.sec.gov/Archives/edgar/data/1822862/000114036121001328/nt10014840x4_s1a.htm
CORRESP 2021-01-06 https://www.sec.gov/Archives/edgar/data/1822862/000114036121000352/filename1.htm
S-1 FORM S-1 2021-01-06 https://www.sec.gov/Archives/edgar/data/1822862/000114036121000351/nt10014840x2_s1.htm
UPLOAD 2020-10-06 https://www.sec.gov/Archives/edgar/data/1822862/000000000020009394/filename1.pdf
DRS 2020-09-10 https://www.sec.gov/Archives/edgar/data/1822862/000114036120020059/filename1.htm