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 September 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 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 November 9, 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.

Table of Contents

FRONTIER INVESTMENT CORP

Form 10-Q

For the Quarter Ended September 30, 2022

Table of Contents


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and for the Three Months Ended September 30, 2021 and for the period from February 23, 2021 through September 30, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022 and for the Three Months Ended September 30, 2021 and for the period from February 23, 2021 through September 30, 2021	3
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and the period from February 23, 2021 through September 30, 2021	4
	Notes to 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.	23
Item 4.	Controls and Procedures.	24

PART II. OTHER INFORMATION		25
Item 1.	Legal Proceedings.	25
Item 1A.	Risk Factors.	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	26
Item 3.	Defaults Upon Senior Securities.	26
Item 4.	Mine Safety Disclosures.	26
Item 5.	Other Information.	26
Item 6.	Exhibits.	27

Table of Contents

Item 1. Financial Statements.

FRONTIER INVESTMENT CORP

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(unaudited)
ASSETS
Current Assets:
Cash	$	763,054	$	1,226,108
Prepaid expenses		141,125		187,500
Total Current Assets		904,179		1,413,608
Prepaid expenses		—		94,250
Investments held in Trust Account		201,199,596		200,006,631
Total Assets	$	202,103,775	$	201,514,489
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	2,580,215	$	335,046
Due to Sponsor		177,245		87,245
Accrued offering costs		15,000		15,000
Total Current Liabilities		2,772,460		437,291
Derivative warrant liabilities		1,023,333		7,547,084
Deferred underwriting commission		7,000,000		7,000,000
Total Liabilities		10,795,793		14,984,375
COMMITMENTS AND CONTINGENCIES (Note 5)
Class A ordinary shares subject to possible redemption; 20,000,000 shares (at $10.06 and $10.00 per share)		201,199,596		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		(9,892,114)		(13,470,386)
Total Shareholders’ Deficit		(9,891,614)		(13,469,886)
Total Liabilities and Shareholders’ Deficit	$	202,103,775	$	201,514,489

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

Table of Contents

FRONTIER INVESTMENT CORP

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)


							For the
							Period from
							February 23,
							2021
							(inception)
	For the Three		For the Three		For the Nine		through
	Months Ended		Months Ended		Months Ended		September 30,
	September 30, 2022		September 30, 2021		September 30, 2022		2021

Administrative fee – related party	$	30,000	$	—	$	90,000	$	—
General and administrative expenses		316,869		104,281		2,848,848		116,713
Total operating expenses		(346,869)		(104,281)		(2,938,848)		(116,713)
Other income
Interest income on assets held in Trust Account		902,748		2,407		1,192,965		2,407
Change in fair value of derivative warrant liabilities		(66,667)		4,016,583		6,523,751		4,016,583
Transaction costs allocable to derivative warrant liabilities		—		(383,507)		—		(383,507)
Total other income		836,081		3,635,483		7,716,716		3,635,483

Net income	$	489,212	$	3,531,202	$	4,777,868	$	3,518,770

Class A ordinary shares - Weighted average shares outstanding, basic and diluted		20,000,000		18,901,099		20,000,000		9,052,632

Class A ordinary shares - Basic and diluted net income per ordinary share	$	0.02	$	0.15	$	0.19	$	0.25

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

Class B ordinary shares - Basic and diluted net income per ordinary share	$	0.02	$	0.15	$	0.19	$	0.25

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

Table of Contents

FRONTIER INVESTMENT CORP

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(unaudited)

For the Three and Nine Months Ended September 30, 2022


	Class B Ordinary
	Shares			Additional				Total
				Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Equity (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)

Net income	—		—		—		1,577,451		1,577,451

Accretion of Class A ordinary shares to Redemption Value	—		—		—		(296,848)		(296,848)

Balance, June 30, 2022	5,000,000		500		—		(9,478,578)		(9,478,078)

Net income	—		—		—		489,212

SEC Form 10-Q filed by Frontier Investment Corp