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 June 30, 2022

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

For the transition period from to

FRONTIER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40197

98-1578395

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

667 Madison Avenue, 19th Floor
New York, New York
(Address Of Principal Executive Offices)

10065

(Zip Code)

(212) 803-9080

Registrant’s telephone number, including area code

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, $0.0001 par value, and one-fourth of one redeemable warrant	FRONU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	FRON	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units	FRONW	The Nasdaq Stock Market LLC

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 August 15, 2022, 23,660,000 shares of Class A ordinary shares, par value $0.0001 per share, and 5,750,000 shares of Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

Table of Contents

FRONTIER ACQUISITION CORP.

Form 10-Q


		Page
PART I . FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the Three Months Ended June 30, 2022 and 2021, the for the Six Months Ended June 30, 2022 and the Period from January 15, 2021 (inception) through June 30, 2021	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022 and for the Three Months Ended June 30, 2021 and for the Period from January 15, 2021 (inception) through June 30, 2021	3

	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and for the Period from January 15, 2021 (inception) through June 30, 2021	4

	Notes to the Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II . OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

PART III

	SIGNATURE	27

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.Condensed Financial Statements

FRONTIER ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
Assets	(unaudited)
Current assets:
Cash	$	83,896	$	376,649
Prepaid expenses		334,723		516,223
Total current assets		418,619		892,872
Investments held in Trust Account		230,326,779		230,011,224
Total Assets	$	230,745,398	$	230,904,096

Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	85,617	$	105,694
Accrued expenses		226,006		73,481
Due to related party		155,161		95,161
Total current liabilities		466,784		274,336
Deferred underwriting commissions		8,050,000		8,050,000
Derivative warrant liabilities		1,360,450		5,129,490
Total liabilities		9,877,234		13,453,826

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 23,000,000 shares issued and outstanding at $10.01 and $10.00 per share redemption value at June 30, 2022 and December 31, 2021, respectively		230,226,779		230,000,000

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 660,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption)		66		66
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding		575		575
Additional paid-in capital		—		—
Accumulated deficit		(9,359,256)		(12,550,371)
Total shareholders’ deficit		(9,358,615)		(12,549,730)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	230,745,398	$	230,904,096

The accompanying notes are an integral part of these unaudited condensed financial statements.

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FRONTIER ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the						For The Period From
	Three Months Ended				For the Six Months		January 15, 2021
	June 30,				Ended June 30,		(inception) through
	2022		2021		2022		June 30, 2021
General and administrative expenses	$	321,832	$	366,762	$	606,701	$	479,957
General and administrative expenses - related party		30,000		30,000		60,000		35,161
Loss from operations		(351,832)		(396,762)		(666,701)		(515,118)
Other income (expense)
Change in fair value of derivative warrant liabilities		1,833,650		(842,950)		3,769,040		(11,550)
Offering costs - derivative warrant liabilities		—		—		—		(460,607)
Income from investments held in Trust Account		312,157		2,907		315,555		2,907
Net income (loss)	$	1,793,975	$	(1,236,805)	$	3,417,894	$	(984,368)

Basic and diluted weighted average shares outstanding, Class A ordinary shares		23,660,000		23,660,000		23,660,000		15,773,333
Basic and diluted net income (loss) per ordinary share, Class A ordinary shares	$	0.06	$	(0.04)	$	0.12	$	(0.05)

Basic and diluted weighted average shares outstanding, Class B ordinary shares		5,750,000		5,750,000		5,750,000		5,500,000
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares	$	0.06	$	(0.04)	$	0.12	$	(0.05)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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FRONTIER ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For The Three and Six Months Ended June 30, 2022


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2021	660,000	$	66	5,750,000	$	575	$	—	$	(12,550,371)	$	(12,549,730)
Net income	—		—	—		—		—		1,623,919		1,623,919
Balance - March 31, 2022 (unaudited)	660,000	$	66	5,750,000	$	575	$	—	$	(10,926,452)	$	(10,925,811)
Increase in redemption value of Class A ordinary shares subject to redemption	—		—	—		—		—		(226,779)		(226,779)
Net income	—		—	—		—		—		1,793,975		1,793,975
Balance – June 30, 2022 (unaudited)	660,000	$	66	5,750,000	$	575	$	—	$	(9,359,256)	$	(9,358,615)

For the Three Months Ended June 30, 2021 And For The Period from January 15, 2021 (inception) through June 30, 2021


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 15, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	—		—	5,750,000		575		24,425		—		25,000
Sale of private placement units to Sponsor in private placement, less allocation to derivative warrant liabilities	660,000		66	—		—		6,329,334		—		6,329,400
Accretion of Class A ordinary shares subject to redemption	—		—	—		—		(6,353,759)		(14,392,928)		(20,746,687)
Net income	—		—	—		—		—		252,437		252,437
Balance - March 31, 2021 (unaudited)	660,000	$	66	5,750,000	$	575	$	—	$	(14,140,491)	$	(14,139,850)
Net loss	—		—	—		—		—		(1,236,805)		(1,236,805)
Balance – June 30, 2021 (unaudited)	660,000	$	66	5,750,000	$	575	$	—	$	(15,377,296)	$	(15,376,655)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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FRONTIER ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


			For The Period
	For the Six		From January 15, 2021
	Months Ended		(inception) through
	June 30, 2022		June 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	3,417,894	$	(984,368)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		—		25,000
Change in fair value of derivative warrant liabilities		(3,769,040)		11,550
Offering costs - derivative warrant liabilities		—		460,607
Income from investments held in Trust Account		(315,555)		(2,907)
Changes in operating assets and liabilities:
Prepaid expenses		181,500		(775,718)
Accounts payable		(20,077)		23,626
Accrued expenses		222,525		99,247
Due to related party		60,000		35,161
Net cash used in operating activities		(222,753)		(1,107,802)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		—		(230,000,000)
Net cash used in investing activities		—		(230,000,000)

Cash Flows from Financing Activities:
Proceeds from note payable to related party		—		25,000
Repayment of note payable to related party		—		(115,693)
Proceeds received from initial public offering, gross		—		230,000,000
Proceeds received from private placement		—		6,600,000
Offering costs paid		(70,000)		(4,946,601)
Net cash provided by (used in) financing activities		(70,000)		231,562,706

SEC Form 10-Q filed by Frontier Acquisition Corp.