UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ 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

Commission File Number: 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.)

3411 Silverside Road
Tatnall Building #104
Wilmington, DE	19810
(Address of Principal Executive Offices)	(Zip Code)

(302) 351-3367

(Registrant’s Telephone Number, Including Area Code)

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 Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	FICV	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	FICVW	The Nasdaq Stock Market LLC

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 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. (Check one):


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 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. ☐

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

The aggregate market value of the Registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, at June 30, 2022, was $194,000,000.00. The registrant’s units began trading on the Nasdaq Capital Market (“Nasdaq”) on July 1, 2021, and the registrant’s ordinary shares and warrants began separate trading on August 30, 2021.

As of March 31, 2023, there were 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, issued and outstanding.

Documents Incorporated by Reference: None.

Table of Contents

Table of Contents


		Page

PART I		3

Item 1.	Business.	3

Item 1A.	Risk Factors.	10

Item 1B.	Unresolved Staff Comments.	46

Item 2.	Properties.	46

Item 3.	Legal Proceedings.	46

Item 4.	Mine Safety Disclosures.	46

PART II		46

Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.	46

Item 6.	[Reserved]	47

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	47

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	50

Item 8.	Financial Statements and Supplementary Data.	50

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	50

Item 9A.	Controls and Procedures.	50

Item 9B.	Other Information.	51

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	51

PART III		52

Item 10.	Directors, Executive Officers and Corporate Governance.	52

Item 11.	Executive Compensation.	59

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.	60

Item 13.	Certain Relationships and Related Transactions, and Director Independence.	61

Item 14.

SEC Form 10-K filed by Frontier Investment Corp