Frontier Investment Corp filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): July 6, 2023 (
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Item 1.01 Entry into a Material Definitive Agreement
Trust Amendment Agreement
On June 29, 2023 as approved by its shareholders at an extraordinary general meeting held on June 29, 2023 (the “Special Meeting”), Frontier Investment Corp (the “Company”), and its trustee, Continental Stock Transfer & Trust Company (the “Trustee”), signed an amendment to the investment management trust agreement dated as of July 6, 2021 (the “Trust Agreement”), to extend the time to complete a business combination from July 06, 2023 (the “Termination Date”) to July 06, 2024, as approved by the Company’s shareholders in accordance with the Company’s amended and Amended and Restated Memorandum of Association and Articles of Association (the “Articles of Association”). At the Special Meeting, the shareholders of the Company approved a special resolution to the Articles of Association to extend the time to consummate a business combination until July 06, 2024.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its shareholders at the Special Meeting held on June 29, 2023, the following proposals were approved: (a) as a special resolution, giving the Company the right to extend the date by which it has to complete a business combination to July 06, 2024 (the “Extension Amendment Proposal”); (b) as a special resolution, an amendment to the Articles of Association to remove from the Articles of Association the limitation that the Company may not redeem Public Shares (as defined below) to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “NTA Requirement Amendment Proposal”); (c) as a special resolution, an amendment to the Articles of Association to provide for the right of a holder of the Company’s Class B Shares, to convert into Class A Shares (or “Public Shares”) on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”); and (d) as a special resolution, an amendment to the Trust Agreement, to extend the Termination Date from July 6, 2023 to July 6, 2024 (the “Trust Agreement Amendment Proposal”);.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 29, 2023, the Company held the Special Meeting. On May 23, 2023, the record date for the Special Meeting, there were 25,000,000 ordinary shares entitled to be voted at the Special Meeting. This includes 20,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A Shares”), and 5,000,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares” and together being the issued and outstanding ordinary shares of the Company, referred to as the “Shares”). At the meeting, 13,228,392 or 52.91% of such Shares were represented in person or by proxy.
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The final results for each of the matters submitted to a vote of the Company’s shareholders at the Special Meeting are as follows:
1. Extension Amendment Proposal
Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, giving the Company the right to extend the date by which it has to complete a business combination to July 06, 2024. Approval of the Extension Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Extension Amendment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 11,973,153 | 1,255,239 | 0 | 0 | |||||||||||
The Minutes of the Special Meeting which show the approval of the Extension Amendment Proposal in the form of the .
2. Redemption Limitation Amendment Proposal
Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, an amendment to the Articles of Association to remove from the Articles of Association the limitation that the Company may not redeem Public Shares (as defined below) to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. Approval of the Redemption Limitation Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Redemption Limitation Amendment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 11,973,153 | 1,255,239 | 0 | 0 | |||||||||||
3. Founder Share Amendment Proposal
Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, an amendment to the Articles of Association to provide for the right of a holder of the Company’s Class B Shares, to convert into Class A Shares on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder. Approval of the Founder Share Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Founder Share Amendment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 11,973,153 | 1,255,239 | 0 | 0 | |||||||||||
4. Trust Agreement Amendment Proposal
Shareholders approved the proposal to amend the Trust Agreement, as a special resolution, to allow the Company to extend the time to complete a business combination to July 06, 2024. Approval of the Trust Agreement Amendment Proposal required a special resolution under Cayman Islands law, a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Trust Agreement Amendment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 11,973,153 | 1,255,239 | 0 | 0 | |||||||||||
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Item 8.01. Other Events.
In connection with the shareholders’ vote at the Special Meeting of shareholders held by the Company on June 29, 2023, 17,266,304 Class A Shares were tendered for redemption, leaving 2,733,696 Class A Shares. As a result, approximately $179,054,777 (approximately $10.37 per share) will be removed from the Company’s trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company since that date. After the redemptions, approximately $28,348,934 will remain in the Company’s trust account.
On June 29, 2023, the Company issued an aggregate of 5,999,999 shares of its Class A Shares to Frontier Disruption Capital, the Company’s sponsor (the “Sponsor”) and the holder of the Company’s Class B Shares, upon the conversion of an equal number of Class B Shares (the “Conversion”). The 5,999,999 Class A Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering.
Following the Conversion and the redemptions, there were 7,733,695 Class A Shares issued and outstanding and one Class B Share issued and outstanding. As a result of the Conversion, the Sponsor holds approximately 65% of the Company’s outstanding Class A Shares. The issuance of Class A Shares upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
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Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Notice of Changes to Memorandum Articles of Association dated June 29, 2023 | |
| 10.1 | Amendment to the Investment Trust Management Agreement between the Company and the Trustee dated June 29, 2023 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FRONTIER INVESTMENT CORP | ||
| Dated: July 6, 2023 | By: | /s/ Asar Mashkoor |
| Name: Asae Mashkoor | ||
| Title: Chief Executive Officer | ||
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