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, 2021

☐ 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.)

660 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 13, 2021, 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, respectively.


		Page
PART I . FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Unaudited Condensed Balance Sheet as of June 30, 2021	1

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

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

	Unaudited Condensed Statement of Cash Flows for the Period from January 15, 2021 (Inception) through June 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	25

Item 4.	Controls and Procedures	25

PART II . OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27


Assets
Current assets:
Cash	$	454,904
Prepaid expenses		775,718
Total current assets		1,230,622
Investments held in Trust Account		230,002,907
Total Assets	$	231,233,529

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	23,626
Accrued expenses		169,247
Due to related party		35,161
Total current liabilities		228,034
Deferred underwriting commissions		8,050,000
Derivative warrant liabilities		8,332,150
Total liabilities		16,610,184

Commitments and Contingencies

Class A ordinary shares, $0.0001 par value; 20,962,334 shares subject to possible redemption at $10.00 per share		209,623,340

Shareholders' Equity
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; 2,697,666 shares issued and outstanding (excluding 20,962,334 shares subject to possible redemption)		270
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding		575
Additional paid-in capital		5,983,528
Accumulated deficit		(984,368)
Total shareholders' equity		5,000,005
Total Liabilities and Shareholders' Equity	$	231,233,529


			For The Period
			From January 15,
	For the		2021 (inception)
	Three Months Ended		through
	June 30, 2021		June 30, 2021
General and administrative expenses	$	366,762	$	479,957
General and administrative expenses - related party		30,000		35,161
Loss from operations		(396,762)		(515,118)
Other income (expense)
Change in fair value of derivative warrant liabilities		(842,950)		(11,550)
Offering costs - derivative warrant liabilities		—		(460,607)
Income from investments held in Trust Account		2,907		2,907
Net loss	$	(1,236,805)	$	(984,368)

Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares		23,000,000		23,000,000
Basic and diluted net income per ordinary share, Class A redeemable ordinary shares	$	0.00	$	0.00

Basic and diluted weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		6,410,000		5,940,000
Basic and diluted net loss per ordinary share, Class A and Class B non-redeemable ordinary shares	$	(0.19)	$	(0.17)


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Retained Earnings		Shareholders'
	Shares	Amount		Shares	Amount		Capital		(Accumulated Deficit)		Equity
Balance - January 15, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	—		—	5,750,000		575		24,425		—		25,000
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross	23,000,000		2,300	—		—		221,947,700		—		221,950,000
Offering costs	—		—	—		—		(12,696,687)		—		(12,696,687)
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
Shares subject to possible redemption	(21,086,014)		(2,109)	—		—		(210,858,031)		—		(210,860,140)
Net income	—		—	—		—		—		252,437		252,437
Balance - March 31, 2021 (unaudited)	2,573,986	$	257	5,750,000	$	575	$	4,746,741	$	252,437	$	5,000,010
Shares subject to possible redemption	123,680		13	—		—		1,236,787		—		1,236,800
Net loss	—		—	—		—		—		(1,236,805)		(1,236,805)
Balance - June 30, 2021 (unaudited)	2,697,666	$	270	5,750,000	$	575	$	5,983,528	$	(984,368)	$	5,000,005


Cash Flows from Operating Activities:
Net loss	$	(984,368)
Adjustments to reconcile net 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		11,550
Offering costs - derivative warrant liabilities		460,607
Income from investments held in Trust Account		(2,907)
Changes in operating assets and liabilities:
Prepaid expenses		(775,718)
Accounts payable		23,626
Accrued expenses		99,247
Due to related party		35,161
Net cash used in operating activities		(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		(4,946,601)
Net cash provided by financing activities		231,562,706

Net change in cash		454,904
Cash — beginning of the period		—
Cash — end of the period	$	454,904

Supplemental disclosure of noncash activities:
Deferred offering costs included in accrued expenses	$	70,000
Deferred offering costs paid by related party under promissory note	$	90,693
Deferred underwriting commissions	$	8,050,000
Initial value of Class A ordinary shares subject to possible redemption	$	210,084,110
Change in the initial value of Class A ordinary shares subject to possible redemption	$	(460,770)


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

Class A redeemable ordinary shares
Numerator: Income allocable to Class A redeemable ordinary shares
Income from investments held in Trust Account	$	2,907	$	2,907
Less: Company's portion available to be withdrawn to pay taxes		—		—
Net income attributable	$	2,907	$	2,907
Denominator: Weighted average Class A redeemable ordinary shares
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares		23,000,000		23,000,000
Basic and diluted net income per ordinary share, Class A redeemable ordinary shares	$	0.00	$	0.00

Class A and Class B non-redeemable ordinary shares
Numerator: Net loss minus net income allocable to Class A redeemable ordinary shares
Net loss	$	(1,236,805)	$	(984,368)
Net income allocable to Class A redeemable ordinary shares		2,907		2,907
Net loss attributable	$	(1,239,712)	$	(987,275)
Denominator: weighted average Class A and Class B non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		6,410,000		5,940,000
Basic and diluted net loss per ordinary share, Class A and Class B non-redeemable ordinary shares	$	(0.19)	$	(0.17)


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - money market funds	$	230,002,907	$	—	$	—
Liabilities:
Derivative warrant liabilities	$	8,050,000	$	—	$	282,150


	As of March 15, 2021	As of June 30, 2021
Option term (in years)	5	5
Volatility	30%	25%
Risk-free interest rate	1.49%	0.87%
Expected dividends	0.0%	0.0%


Derivative warrant liabilities beginning of the period	$	—
Issuance of Public and Private Warrants		8,320,600
Transfer of Public Warrants to a Level 1 measurement		(8,050,000)
Change in fair value of derivative warrant liabilities		(26,400)
Derivative warrant liabilities at March 31, 2021		244,200
Change in fair value of derivative warrant liabilities		37,950
Derivative warrant liabilities at June 30, 2021	$	282,150


Exhibit Number		Description
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer (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 Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Dated: August 13, 2021	FRONTIER ACQUISITION CORP.

	By:	/s/ Christian Angermayer
	Name:	Christian Angermayer
	Title:	Chief Executive Officer

SEC Form 10-Q filed by Frontier Acquisition Corp.