Z:\cons_traditional\2021Data\Client_DTS\Frontier Investment Corp\20210930\Edits_C11.2\FP 01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2021

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

For the transition period from to

Commission File No. 001-40570

FRONTIER INVESTMENT CORP

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

PO Box 309, Ugland House

Grand Cayman, Cayman Island E9 KY1-1104

(Address of Principal Executive Offices, including zip code)

(302) 351-3367

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, 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
Units, each consisting of one ordinary share and one-third of one redeemable warrant	FICVU	The Nasdaq Capital Market
Ordinary shares, par value $0.0001 per share	FICV	The Nasdaq Capital Market
Warrants, each exercisable for one ordinary share	FICVW	The Nasdaq Capital Market

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, a 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 November 12, 2021, there were 20,000,000 Class A ordinary shares, par value $0.0001, and 5,000,000 Class B ordinary shares, par value $0.0001, of the Company issued and outstanding.


		Page
PART 1 – FINANCIAL INFORMATION		1

Item 1.	Unaudied Condensed Financial Statements	1

	Condensed Balance Sheet as of September 30, 2021 (unaudited)	1

	Condensed Statements of Operations For the Three Months Ended September 30, 2021 and For the Period from February 23, 2021 (inception) Through September 30, 2021 (unaudited)	2

	Condensed Statement of Changes in Shareholders' Equity For the Three Months Ended September 30, 2021 and For the Period from February 23, 2021 (inception) Through September 30, 2021 (unaudited)	3

	Condensed Statement of Cash Flows For the Period from February 23, 2021 (inception) Through September 30, 2021 (unaudited)	4

	Notes to Condensed Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21

Item 4.	Control and Procedures	21

PART II – OTHER INFORMATION		23

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	25

SIGNATURES		26


	September 30,
	2021
ASSETS
Current Assets:
Cash	$	1,280,016
Deferred offering costs		—
Prepaid expenses		200,100
Total Current Assets		1,480,116

Prepaid expenses		141,124
Investments held in Trust Account		200,002,407

Total Assets	$	201,623,647

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	3,090
Accrued offering costs		33,726
Total Current Liabilities		36,816

Derivative warranty liabilities		8,378,541
Deferred underwriting commission		7,000,000

Total Liabilities		15,415,357

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A ordinary shares subject to possible redemption; 20,000,000 shares (at $10.00 per share)		200,000,000

Shareholders’ deficit:
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, -0- shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption)		—
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding		500
Additional paid-in capital		—
Accumulated deficit		(13,792,210)
Total Shareholders’ Deficit		(13,791,710)
Total Liabilities and Shareholders’ Deficit	$	201,623,647


			For the
			Period from
			February 23,
			2021
			(Inception)
	For The Three Months Ended		Through
	September 30,		September 30,
	2021		2021
	(Unaudited)		(Unaudited)
General and administrative expenses	$	104,281	$	116,713
Total operating expenses		104,281		116,713

Other (expense) income
Interest income on assets held in Trust Account		2,407		2,407
Transaction costs allocable to derivative warrant liabilities		(383,507)		(383,507)
Change in fair value of derivative warrant liabilities		4,016,583		4,016,583
Total other income		3,635,483		3,635,483

Net income	$	3,531,202	$	3,518,770

Class A ordinary shares - Weighted average shares outstanding, basic and diluted		18,901,099		9,052,632

Class A ordinary shares - Basic and diluted net loss per ordinary share	$	0.15	$	0.25

Class B ordinary shares - Weighted average shares outstanding, basic and diluted		5,000,000		5,000,000

Class B ordinary shares - Basic and diluted net loss per ordinary share	$	0.15	$	0.25


	Class B Ordinary
	Shares			Additional				Total
				Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance, February 23, 2021 (inception)	—	$	—	$	—	$	—	$	—

Issuance of Class B ordinary shares to Sponsor⁽⁽¹⁾	5,750,000		575		24,425		—		25,000

Net loss	—		—		—		(4,210)		(4,210)

Balance, March 31, 2021	5,750,000		575		24,425		(4,210)		20,790

Net loss	—		—		—		(8,222)		(8,222)

Balance, June 30, 2021	5,750,000		575		24,425		(12,432)		12,568

Net income	—		—		—		3,531,202		3,531,202

Cash received in excess of fair value of private placement warrants	—		—		189,875		—		189,875

Forfeiture of shares upon non exercise of underwriters over-allotment option	(750,000)		(75)		75		—		—

Accretion to redemption value of Class A ordinary shares	—		—		(214,375)		(17,310,980)		(17,525,355)

Balance. September 30, 2021	5,000,000	$	500	$	—	$	(13,792,210)	$	(13,791,710)


Cash flows from operating activities:
Net income	$	3,518,770
Transaction costs allocable to derivative warrant liabilities		383,507
Change in fair value of derivative warrant liabilities		(4,016,583)
Interest income on assets held in Trust Account		(2,407)
Changes in operating assets and liabilities:
Prepaid expenses		(341,225)
Accounts payable and accrued expenses		3,090
Accrued offering costs		33,726
Net cash used in operating activities		(421,122)

Cash flows from investing activities:
Cash deposited into trust account		(200,000,000)
Net cash used in investing activities		(200,000,000)

Cash flows from financing activities:
Sale of units in public offering, net		195,551,138
Sale of private placement warrants to sponsor		6,125,000
Proceeds from issuance of Class B ordinary shares to sponsor		25,000
Related party advances		125,000
Repayment of related party advances		(125,000)
Net cash provided by financing activities		201,701,138

Net change in cash		1,280,016
Cash at beginning of period		—
Cash at end of period	$	1,280,016

Non-cash financing activities:
Deferred underwriting commission	$	7,000,000
Initial classification of Class A ordinary shares subject to possible redemption	$	200,000,000
Initial classification of fair value of warrants	$	12,395,124


	As previously reported	Adjustments	As restated
July 6, 2021 balance sheet (included in form 8-K dated July 6, 2021)
Temporary equity	177,248,378	22,751,622	200,000,000
Stockholders’ (deficit) equity
Class A Ordinary Shares	228	(228)	—
Class B Ordinary Shares	575	—	575
Shareholder receivable	(25,000)	—	(25,000)
Additional paid in capital	5,420,139	(5,420,139)	—
Accumulated deficit	(395,939)	(17,331,255)	(17,727,194)
Total stockholders’ equity (deficit)	5,000,003	(22,751,622)	(17,751,619)


	Three Months Ended				For the Period From February 23, 2021 (Inception)
	September 30, 2021				Through September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	2,792,491	$	738,711	$	2,266,773	$	1,251,997
Denominator:
Basic and diluted weighted average shares outstanding		18,901,099		5,000,000		9,052,632		5,000,000

Basic and diluted net income (loss) per common share	$	0.15	$	0.15	$	0.25	$	0.25


		September 30,
Description	Level	2021
Assets:
Marketable securities	1	$	200,002,406

Liabilities:
Warrant liability	3	$	8,378,541


	September 30,		July 6,
	2021		2021
Risk-free interest rate	1.10	%	0.97	%
Expected life of grants	6.0 years		6.0 years
Expected volatility of underlying stock	12.9-13	%	15.0-16.0	%
Dividends	0	%	0	%
Probability of Business Combination	85	%	85	%


	Fair Value
	Measurement
	Using Level 3
	Inputs
	Total
Balance, February 23, 2021	$	—
Derivative liabilities recorded on issuance of derivative Warrants		12,395,124
Transfer of public warrants from Level 3 to Level 1		—
Change in fair value of derivative liabilities		(4,016,583)
Balance, September 30, 2021	$	8,378,541


Exhibit		Description
31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

By:	/s/ Arif Mansuri
Name:	Arif Mansuri
Title:	Chief Financial Officer (Principal Financial Officer and Accounting Officer)

SEC Form 10-Q filed by Frontier Investment Corp