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 June 30, 2023

☐ 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 (Address of Principal Executive Offices)		19810 (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 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 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 August 17, 2023, there were 7,733,695 Class A ordinary shares, par value $0.0001 per share, and one Class B ordinary share, par value $0.0001 per share, issued and outstanding.

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FRONTIER INVESTMENT CORP

Form 10-Q

For the Quarter Ended June 30, 2023

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PART I. FINANCIAL INFORMATION
Item 1	Financial Statements.
	Condensed Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 (audited)	1
	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Six Months Ended June 30, 2023 and 2022	3
	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24
Item 4.	Controls and Procedures.	25

PART II. OTHER INFORMATION		26
Item 1.	Legal Proceedings.	26
Item 1A.	Risk Factors.	26
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
Signatures		28

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FRONTIER INVESTMENT CORP

BALANCE SHEETS


	June 30,		December 31,
	2023		2022
	(unaudited)
ASSETS
Current Assets:
Cash	$	204,654	$	575,469
Prepaid expenses		150,000		94,250
Total Current Assets		354,654		669,719

Investments held in Trust Account		207,488,992		202,891,491

Total Assets	$	207,843,646	$	203,561,210
LIABILITIES, REDEEMBABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	3,044,194	$	2,687,545
Funds payable to redeemed Class A ordinary shareholders		179,054,777		—
Due to Sponsor		107,245		47,245
Accrued offering costs		—		15,000
Total Current Liabilities		182,206,216		2,749,790

Derivative warrant liabilities		3,197,917		767,500
Deferred underwriting commission		7,000,000		7,000,000
Total Liabilities		192,404,133		10,517,290

COMMITMENTS AND CONTINGENCIES (Note 5)

Class A ordinary shares subject to possible redemption; 7,733,695 and 20,000,000 shares as of June 30, 2023 and December 31, 2022		28,434,215		202,891,491

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 7,733,695 and 20,000,000 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022		—		—
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 1 and 5,000,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		1		500
Additional paid-in capital		—		—
Accumulated deficit		(12,994,703)		(9,848,071)
Total Shareholders’ Deficit		(12,994,702)		(9,847,571)
Total Liabilities and Shareholders’ Deficit	$	207,843,646	$	203,561,210

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

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FRONTIER INVESTMENT CORP.

STATEMENTS OF OPERATIONS

(unaudited)


	For the Three		For the Three		For the Six		For the Six
	Months Ended		Months Ended		Months Ended		Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022

Administrative fee – related party	$	30,000	$	30,000	$	60,000	$	60,000
General and administrative expenses		281,102		1,543,459		656,714		2,531,979
Total operating expenses		(311,102)		(1,573,459)		(716,714)		(2,591,979)

Other income
Interest income on assets held in Trust Account		2,444,720		270,076		4,597,501		290,217
Change in fair value of derivative warrant liabilities		(1,279,167)		2,880,834		(2,430,417)		6,590,418
Total other income		1,165,553		3,150,910		2,167,084		6,880,635

Net income	$	854,451	$	1,577,451	$	1,450,370	$	4,288,656

Class A Ordinary Shares – Weighted average shares outstanding, basic and diluted		19,865,205		20,000,000		19,932,230		20,000,000

Class A Ordinary Shares – Basic and diluted net income per ordinary share	$	0.03	$	0.06	$	0.06	$	0.17

Class B Ordinary Shares – Weighted average shares outstanding, basic and diluted		4,945,055		5,000,000		4,972,376		5,000,000

Class B Ordinary Shares – Basic and diluted net income per ordinary share	$	0.03	$	0.06	$	0.06	$	0.17

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

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FRONTIER INVESTMENT CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2023 and 2022

(unaudited)


	Class B Ordinary
	Shares			Additional				Total
				Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance, January 1, 2023	5,000,000	$	500	$	—	$	(9,848,071)	$	(9,847,571)

Remeasurement of Class A ordinary shares to redemption value	—		—		—		(2,152,781)		(2,152,781)

Net income	—		—		—		595,919		595,919

Balance, March 31, 2023	5,000,000		500		—		(11,404,933)		(11,404,433)

Remeasurement of Class A ordinary shares to redemption value	—		—		—		(2,444,720)		(2,444,720)

Exchange of Class B ordinary shares for Class A ordinary shares	(4,999,999)		(499)		—		499		—

Net income	—		—		—		854,451		854,451

Balance, June 30, 2023	1	$	1	$	—	$	(12,994,703)	$	(12,994,702)


	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)

Remeasurement of Class A ordinary shares to	—		—		—		(296,848)		(296,848)

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

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

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

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FRONTIER INVESTMENT CORP

STATEMENTS OF CASH FLOWS

(unaudited)


	For the		For the
	Six		Six
	Months		Months
	Ended		Ended
	June 30,		June 30,
	2023		2022
Cash flows from operating activities:
Net income	$	1,450,370	$	4,288,656
Change in fair value of derivative warrant liabilities		2,430,417		(6,590,418)
Interest income on assets held in Trust Account		(4,597,501)		(290,217)
Changes in operating assets and liabilities:
Prepaid expenses		(55,750)		93,750
Due to Sponsor		60,000		—
Accounts payable and accrued expenses		356,649		2,161,472
Accrued offering costs		(15,000)		—
Net cash used in operating activities		(370,815)		(336,757)

Net change in cash		(370,815)		(336,757)
Cash at beginning of period		575,469		1,226,108
Cash at end of period	$	204,654	$	889,351

Non-cash financing activities:
Reclassification of redeemed Class A ordinary shares	$	179,054,777	$	—
Remeasurement of Class A ordinary shares subject to possible redemption	$	4,597,501	$	296,848

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

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FRONTIER INVESTMENT CORP

NOTES TO FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

Frontier Investment Corp (the “Company”) was incorporated in the Cayman Islands on February 23, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2023 the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through June 30, 2023 relates to the Company’s formation, the Company’s initial public offering (the ‘‘Initial Public Offering’’) and the Company’s search for a business combination target, further described below. The Company will not generate any operating revenues until after completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Initial Public Offering and non-operating income or expense from the change in fair value of derivative warrant liabilities. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on June 30, 2021. On July 6, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the ordinary shares included in the Units offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,125,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement transaction with Frontier Disruption Capital, a Cayman Islands exempted company (the “Sponsor”).

Following the closing of the Initial Public Offering on July 6, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”). The $200,000,000 was the result of an initial deposit of $201,948,755 on July 6, 2021 and a subsequent transfer from the Trust Account to the Company’s operating bank account for the excess amount of $1,948,755. The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable, if any, on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, management agreed that $10.00 per Unit sold in the Initial Public Offering, including proceeds of the sale of the Private Placement Warrants, would be held in the Trust Account and invested as described above.

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The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable, if any). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

SEC Form 10-Q filed by Frontier Investment Corp