UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2022

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

For the transition period from to

FRONTIER INVESTMENT CORP

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40570

N/A

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3411 Silverside Road

Tatnall Building #104

Wilmington, DE 19810

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(302) 351-3367

Not Applicable

(Former name or former address, 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 Class A ordinary share and one-third of one redeemable warrant	FICVU	The Nasdaq Capital Market
Class A ordinary shares, par value $0.0001 per share	FICV	The Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per 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, 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 May 13, 2022, 20,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,000,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.


		Page
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements.
	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and the period from February 23, 2021 (inception) through March 31, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and the period from February 23, 2021 (inception) through March 31, 2021	3
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and the period from February 23, 2021 (inception) through March 31, 2021	4
	Notes to Unaudited Condensed Financial Statements	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.	22
Item 4.	Controls and Procedures.	22

PART II. OTHER INFORMATION		24
Item 1.	Legal Proceedings.	24
Item 1A.	Risk Factors.	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24
Item 3.	Defaults Upon Senior Securities.	24
Item 4.	Mine Safety Disclosures.	24
Item 5.	Other Information.	24
Item 6.	Exhibits.	25


	March 31,		December 31,
	2022		2021
	(unaudited)
ASSETS
Current Assets:
Cash	$	1,121,257	$	1,226,108
Prepaid expenses		187,500		187,500
Total Current Assets		1,308,757		1,413,608

Prepaid expenses		47,375		94,250
Investments held in Trust Account		200,026,772		200,006,631

Total Assets	$	201,382,904	$	201,514,489

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	1,171,840	$	335,046
Due to Sponsor		117,245		87,245
Accrued offering costs		15,000		15,000
Total Current Liabilities		1,304,085		437,291

Derivative warranty liabilities		3,837,500		7,547,084
Deferred underwriting commission		7,000,000		7,000,000

Total Liabilities		12,141,585		14,984,375

COMMITMENTS AND CONTINGENCIES (Note 5)

Class A ordinary shares subject to possible redemption; 20,000,000 shares (at $10.00 per share)		200,000,000		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		500
Additional paid-in capital		—		—
Accumulated deficit		(10,759,181)		(13,470,386)
Total Shareholders’ Deficit		(10,758,681)		(13,469,886)
Total Liabilities and Shareholders’ Deficit	$	201,382,904	$	201,514,489


			For the
			Period from
			February 23,
	For the		2021
	Three Months		(Inception)
	Ended		Through
	March 31,		March 31,
	2022		2021

Administrative fee – related party	$	30,000	$	—
General and administrative expenses		988,520		4,210
Total operating expenses		1,018,520		4,210

Other income
Interest income on assets held in Trust Account		20,141		—
Change in fair value of derivative warrant liabilities		3,709,584		—
Total other income		3,729,725		—

Net income (loss)	$	2,711,205	$	(4,210)

Class A ordinary shares - Weighted average shares outstanding, basic and diluted		20,000,000		—

Class A ordinary shares - Basic and diluted net income per ordinary share	$	0.11	$	(0.00)

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 income per ordinary share	$	0.11	$	(0.00)


	Class B Ordinary
	Shares			Additional				Total
				Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance, January 1, 2022	5,000,000	$	500	$	—	$	(13,470,386)	$	(13,469,886)

Net income	—		—		—		2,711,205		2,711,205

Balance, March 31, 2022	5,000,000	$	500	$	—	$	(10,759,181)	$	(10,758,681)


		For the
		Three		For the Period
		Months		February 23,
		Ended		2021 (inception)
		March 31,		Through
		2022		March 31, 2021
Cash flows from operating activities:
Net income (loss)	$	2,711,205	$	(4,210)
Change in fair value of derivative warrant liabilities		(3,709,584)		—
Interest income on assets held in Trust Account		(20,141)		—
Changes in operating assets and liabilities:
Prepaid expenses		46,875		—
Accounts payable and accrued expenses		866,794		—
Deferred offering costs		—		(60,419)
Accrued offering costs payable		—		35,419
Related party payable		—		28,698
Net cash used in operating activities		(104,851)		(512)

Cash flows from financing activities:
Related party advances		—		25,000
Net cash provided by financing activities		—		25,000

Net change in cash		(104,851)		24,488
Cash at beginning of period		1,226,108		—
Cash at end of period	$	1,121,257	$	24,488

Non-cash financing activities:
Deferred offering costs paid by Sponsor in exchange for Class B ordinary shares	$	—	$	25,000


	For the Three Months
	Ended March 31, 2022
	Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income	$	2,168,964	$	542,241
Denominator:
Basic and diluted weighted average shares outstanding		20,000,000		5,000,000

Basic and diluted net income (per ordinary share)	$	0.11	$	0.11


		March 31,		December 31,
Description	Level	2022		2021
Assets:
Marketable securities	1	$	200,026,772	$	200,006,631

Liabilities:
Public warrant liability	1	$	2,000,000	$	3,933,334
Private warrant liability	3	$	1,837,500	$	3,613,750


	March 31,		December 31,		July 6,
	2022		2021		2021
Risk-free interest rate	2.39	%	1.30	%	0.97	%
Expected life of grants	5.51 years		5.5 years		6.0 years
Expected volatility of underlying stock	5.1	%	10.7	%	15.0-16.0	%
Dividends	0	%	0	%	0	%
Probability of Business Combination	100	%	100	%	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		(3,743,309)
Change in fair value of derivative liabilities		(5,038,065)
Balance, December 31, 2021	$	3,613,750


Exhibit Number		Description
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1**		Certification of the 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 the 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*	<

SEC Form 10-Q filed by Frontier Investment Corp