Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
First Reserve Sustainable Growth Corp., a Delaware corporation (the
"Corporation"), was formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business
combination, involving the Corporation and one or more businesses (a "Business
Combination"). The Amended and Restated Certificate of Incorporation of the
Corporation (the "Charter") provides that, prior to the consummation of the
initial Business Combination, the Corporation must provide all holders of shares
of the Corporation's Class A Common Stock included as part of the units sold in
the Corporation's initial public offering ("Offering Shares") with the
opportunity to have their Offering Shares redeemed upon the consummation of the
initial Business Combination pursuant to, and subject to the limitations of, the
Charter for cash equal to the applicable redemption price per share determined
in accordance with the Charter; provided, however, that the Corporation may not
redeem or repurchase Offering Shares to the extent that such redemption would
result in the Corporation's failure to have net tangible assets (as determined
in accordance with Rule 3a51-1(g)(1) under the Securities Exchange Act of 1934,
as amended (or any successor rule)) in excess of $5 million or any greater net
tangible asset or cash requirement which may be contained in the agreement
relating to the initial Business Combination.
In accordance with Financial Accounting Standards Board Accounting Standards
Codification 480, "Distinguishing Liabilities from Equity," redemption
provisions not solely within the control of the Corporation require common stock
subject to redemption to be classified outside of permanent equity. In the
Corporation's (i) balance sheet as of March 9, 2021 included in the
Corporation's Current Report on Form 8-K filed with the U.S. Securities and
Exchange Commission (the "SEC") on March 16, 2021 (the "March 9, 2021 Balance
Sheet"), (ii) financial statements as of March 31, 2021 and for the period from
January 22, 2021 (inception) through March 31, 2021 included in the
Corporation's Quarterly Report on Form 10-Q filed with the SEC on June 15, 2021
(the "Q1 2021 Financial Statements"), and (iii) financial statements as of June
30, 2021, for the three months ended June 30, 2021 and for the period from
January 22, 2021 (inception) through June 30, 2021 included in the Corporation's
Quarterly Report on Form 10-Q filed with the SEC on August 17, 2021 (the "Q2
2021 Financial Statements" and, together with the March 9, 2021 Balance Sheet
and the Q1 2021 Financial Statements, the "Financial Statements"), the
Corporation classified a portion of its Class A Common Stock in permanent
equity, or total stockholders' equity, because the Corporation did not consider
redeemable stock classified as temporary equity as part of net tangible assets.
After discussion and evaluation, the Corporation has concluded that all of its
Class A Common Stock subject to possible redemption should be classified in
temporary equity.
On November 19, 2021, the Audit Committee of the Board of Directors of the
Corporation concluded, after discussion with the Corporation's management, that
the Financial Statements should no longer be relied upon due to changes required
to reclassify all of the Corporation's Class A Common Stock subject to possible
redemption in temporary equity. The Corporation plans to reflect this
reclassification of the Corporation's Class A Common Stock subject to possible
redemption in its upcoming Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2021, to be filed with SEC.
The Corporation does not expect any of the above changes will have any impact on
its cash position or cash held in the trust account.
The Corporation has discussed the matters disclosed in this Current Report on
Form 8-K with its independent registered public accounting firm, Marcum LLP.
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