SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 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 5th Avenue, 24th Floor New York, New York (Address of principal executive offices)		10022 (Zip Code)

(212) 224-9400

(Registrant’s telephone number, including area code)

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

Title of Each Class	Trading Symbols	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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☐ (Do not check if a smaller reporting company)	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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s Class A ordinary shares on June 30, 2022, as reported by the New York Stock Exchange on such date, was $271,911,200. As of March 15, 2023, 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, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

			Page

CERTAIN TERMS			ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			iv
SUMMARY OF RISK FACTORS			1
PART I			2
	ITEM 1.	BUSINESS	2
	ITEM 1A.	RISK FACTORS	7
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	40
	ITEM 2.	PROPERTIES	40
	ITEM 3.	LEGAL PROCEEDINGS	40
	ITEM 4.	MINE SAFETY DISCLOSURES	40
PART II			41
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	41
	ITEM 6.	SELECTED FINANCIAL DATA	41
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	42
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	48
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	48
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	48
	ITEM 9A.	CONTROLS AND PROCEDURES	48
	ITEM 9B.	OTHER INFORMATION	49
PART III			50
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	50
	ITEM 11.	EXECUTIVE COMPENSATION	58
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	59
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	61
	ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	62
PART IV			63
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENTS SCHEDULES	63
	ITEM 16.	FORM 10-K SUMMARY	65
SIGNATURES			66
INDEX TO FINANCIAL STATEMENTS			F-1

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CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), or the context otherwise requires, references to:

•

“Amended and Restated Memorandum and Articles of Association” are to our memorandum and articles of association in effect as of January 6, 2021.

•

“Board” are to our board of directors;

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“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;

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“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;

•

“Class F Ordinary Shares” are to our Class F ordinary shares, par value $0.0001 per share;

•

“Companies Act” are to the Companies Act (As Amended) of the Cayman Islands;

•

“Corsair Capital” are to Corsair Investments, L.P., a relying adviser of Corsair Capital LLC;

•

“directors” are to our current directors;

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“Equity-Linked Securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A Ordinary Shares issued in a financing transaction in connection with our Partnering Transaction, including but not limited to a private placement of such securities;

•

“Forward Purchase Agreements” are to the agreements providing for the sale of the Forward Purchase Shares in private placements to occur substantially concurrently with the closing of our initial Partnering Transaction;

•

“Forward Purchase Securities” are to the Forward Purchase Shares and Forward Purchase Warrants;

•

“Forward Purchase Warrants” are to warrants to purchase Class A Ordinary Shares to be issued pursuant to the Forward Purchase Agreements, if any;

•

“Forward Purchase Shares” are to the shares of Class A Ordinary Shares to be issued pursuant to the Forward Purchase Agreements, if any;

•

“Founder Shares” are to our Class F Ordinary Shares and our Class A Ordinary Shares issued upon the automatic conversion thereof at the time of our Partnering Transaction as provided herein;

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“Initial Shareholders” are to our Sponsor and any other holders of our Founder Shares immediately prior to our initial public offering;

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“Letter Agreement” refers to the letter agreement dated July 2, 2021 among Corsair Capital Partnering Corporation, Corsair Partnering Sponsor LP, and each executive officer and director;

•

“management” or our “management team” are to our officers;

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“Ordinary Shares” are to our Class A Ordinary Shares, Class B Ordinary Shares, and our Class F Ordinary Shares;

•

“Partnering Transaction” are to effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar Partnering Transaction with one or more businesses;

•

“Performance Shares” are to our Class B Ordinary Shares issued to our Sponsor;

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•

“Permitted Withdrawals” are to the withdrawals permitted to be made by us from the trust account to pay taxes including income and franchise taxes and to withdraw up to $100,000 in dissolution expenses in the event we do not complete a Partnering Transaction by July 6, 2023 (or October 6, 2023, as applicable);

•

“Private Placement Warrants” are to the warrants sold to our Sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans;

•

“Public Shares” are to the Class A Ordinary Shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

•

“Public Shareholders” are to the holders of our public shares, including our Sponsor, officers and directors to the extent our Sponsor, officers or directors purchase public shares, provided that each of his, her or its status as a “public shareholder” shall only exist with respect to such public shares;

•

“Sponsor” are to Corsair Partnering Sponsor LP, a Cayman Islands exempted limited partnership;

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“Underwriters’ Over-Allotment Option” are to the underwriters’ 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments;

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“warrants” are to our warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and as part of the private placement warrants; and

•

“we,” “us,” “our”, “the company” and “Corsair” are to Corsair Partnering Corporation, a Cayman Islands exempted company.

iii

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:

•

our ability to select an appropriate partnering candidate or candidates;

•

our ability to complete our Partnering Transaction;

•

our expectations around the performance of the prospective business or businesses with which we partner;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our Partnering Transaction;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our Partnering Transaction;

•

our potential ability to obtain additional financing to complete our Partnering Transaction;

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our ability to continue as a going concern;

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our pool of prospective partnering candidates;

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our ability to consummate a Partnering Transaction due to the uncertainty resulting from the COVID-19 pandemic, economic uncertainty and the status of the debt and equity markets;

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the ability of our officers and directors to generate a number of potential Partnering Transaction opportunities;

•

our public securities’ potential liquidity and trading;

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the lack of a market for our securities;

•

the use of cash not held in the trust account or available to us from interest income on the trust account balance;

•

the trust account not being subject to claims of third parties; or

•

our financial performance.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

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By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution Public Shareholders that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

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SUMMARY OF RISK FACTORS

The following is a summary of the principal risks described below in Part I, Item 1A “Risk Factors” in this Report. We believe that the risks described in the “Risk Factors” section are material to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not be considered an exhaustive summary of the material risks facing us, and it should be read in conjunction with the “Risk Factors” section and the other information contained in this Report.

•

We are a company with no operating history and no revenues established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar Partnering Transaction, and Public Shareholders have no basis on which to evaluate our ability to achieve our business objective.

•

Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

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Our shareholders may not be afforded an opportunity to vote on our proposed initial Partnering Transaction, which means we may complete our initial Partnering Transaction even though a majority of our shareholders do not support such a transaction.

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Public Shareholders’ only opportunity to affect the investment decision regarding a potential Partnering Transaction may be limited to the exercise of their right to redeem their shares from us for cash.

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If we seek shareholder approval of our initial Partnering Transaction, our Initial Shareholders have agreed to vote in favor of such Partnering Transaction, regardless of how our Public Shareholders vote.

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The ability of our Public Shareholders to redeem their shares for cash may make our financial condition unattractive to a potential partnering candidate, which may make it difficult for us to enter into a Partnering Transaction with a partnering candidate.

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The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable Partnering Transaction or optimize our capital structure.

•

The requirement that we complete our Partnering Transaction by July 6, 2023 (or October 6, 2023, as applicable) may give potential partnering candidates leverage over us in negotiating a Partnering Transaction and may limit the time we have in which to conduct due diligence on potential Partnering Transaction candidates, in particular as we approach our dissolution deadline, which could undermine our ability to complete our Partnering Transaction on terms that would produce value for our shareholders.

•

Our search for a Partnering Transaction, and any partnering candidate with which we ultimately consummate a Partnering Transaction, may be materially adversely affected by the coronavirus (COVID-19) outbreak and volatility of debt and equity markets.

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If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our Partnering Transaction, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

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Public Shareholders will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate their investment, Public Shareholders may be forced to sell their public shares or warrants, potentially at a loss.

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The NYSE may delist our securities from trading on its exchange, which could limit Public Shareholders’ ability to make transactions in our securities and subject us to additional trading restrictions.

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Public Shareholders will not be entitled to protections normally afforded to investors of many other blank check companies.

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PART I

ITEM 1.

BUSINESS

Company

We were incorporated as a Cayman Islands exempted company on December 29, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Partnering Transaction with one or more businesses, which we refer to throughout this Report as our “Partnering Transaction.” To date, our efforts have been limited to our organizational activities and activities related to our initial public offering (the “Initial Public Offering”) and the identification and evaluation of prospective acquisition targets for our Partnering Transaction. We intend to effectuate our business combination using cash derived from the proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

Our Sponsor

Our Sponsor is an affiliate of Corsair Capital, one of the longest-standing private equity investors in the financial and business services industries, having been founded in 1992. Since inception, Corsair Capital has led over $11 billion of investments across its global private equity and infrastructure platforms. As a preeminent financial services specialist, Corsair Capital has developed deep expertise and an extensive network within the global financial and business services industry. The firm invests in high-growth, asset-light businesses that operate at the crossroads of technology transformation and financial services complexity, requiring Corsair Capital’s sectoral knowledge and network to drive value.

The Corsair Capital Investment Committee, which includes our Chief Executive Officer, D. T. Ignacio Jayanti, and our Chief Financial Officer and President, Jeremy S. Schein, is comprised of experienced professionals with dedicated financial and business services operating, investing and advisory backgrounds. The Corsair Capital Investment Committee has been investing together for an average of 15 years, with decades of experience in the financial and business services sectors, and has spent the majority of its duration investing through many different macroeconomic and credit cycles.

Corpor

SEC Form 10-K filed by Corsair Partnering Corporation