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 March 31, 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 May 11, 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.


		Page
PART I . FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

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

	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and for the Period from January 15, 2021 (inception) through March 31, 2021	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and for the Period from January 15, 2021 (inception) through March 31, 2021	3

	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and for the Period from January 15, 2021 (inception) through March 31, 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

	SIGNATURE	27


	March 31, 2022		December 31, 2021
Assets	(unaudited)
Current assets:
Cash	$	249,932	$	376,649
Prepaid expenses		460,223		516,223
Total current assets		710,155		892,872
Investments held in Trust Account		230,014,622		230,011,224
Total Assets	$	230,724,777	$	230,904,096

Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders' Deficit
Current liabilities:
Accounts payable	$	123,321	$	105,694
Accrued expenses		158,006		73,481
Due to related party		125,161		95,161
Total current liabilities		406,488		274,336
Deferred underwriting commissions		8,050,000		8,050,000
Derivative warrant liabilities		3,194,100		5,129,490
Total liabilities		11,650,588		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 $10.00 per share redemption value		230,000,000		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		(10,926,452)		(12,550,371)
Total shareholders' deficit		(10,925,811)		(12,549,730)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	230,724,777	$	230,904,096


			For The Period
			From January 15,
	For the		2021 (inception)
	Three Months Ended		through
	March 31, 2022		March 31, 2021
General and administrative expenses	$	284,869	$	113,195
General and administrative expenses - related party		30,000		5,161
Loss from operations		(314,869)		(118,356)
Other income (expense)
Change in fair value of derivative warrant liabilities		1,935,390		831,400
Financing costs - derivative warrant liabilities		—		(460,607)
Income from investments held in Trust Account		3,398		—
Net income	$	1,623,919	$	252,437

Basic and diluted weighted average shares outstanding, Class A ordinary shares		23,660,000		5,665,070
Basic and diluted net income per ordinary share, Class A ordinary shares	$	0.06	$	0.02

Basic weighted average shares outstanding, Class B ordinary shares		5,750,000		5,179,577
Diluted weighted average shares outstanding, Class B ordinary shares		5,750,000		5,750,000
Basic and diluted net income per ordinary share, Class B ordinary shares	$	0.06	$	0.02


	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	660,000	$	66	5,750,000	$	575	$	—	$	(10,926,452)	$	(10,925,811)


			For The Period
			From January 15, 2021
	For the Three		(inception)
	Months Ended		through
	March 31, 2022		March 31, 2021
Cash Flows from Operating Activities:
Net income	$	1,623,919	$	252,437
Adjustments to reconcile net income 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		(1,935,390)		(831,400)
Financing costs - derivative warrant liabilities		—		460,607
Income from investments held in Trust Account		(3,398)		—
Changes in operating assets and liabilities:
Prepaid expenses		56,000		(863,447)
Accounts payable		17,627		—
Accrued expenses		84,525		4,833
Due to related party		30,000		5,161
Net cash used in operating activities		(126,717)		(946,809)

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		—		(4,695,980)
Net cash provided by financing activities		—		231,813,327

Net change in cash		(126,717)		866,518

Cash - beginning of the period		376,649		—
Cash - end of the period	$	249,932	$	866,518

Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	$	—	$	320,621
Offering costs paid by related party under promissory note	$	—	$	90,693
Deferred underwriting commissions	$	—	$	8,050,000


Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(8,050,000)
Class A ordinary shares issuance costs		(12,696,687)
Plus:
Accretion of carrying value to redemption value		20,746,687
Class A ordinary shares subject to possible redemption	$	230,000,000


	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 - U.S. Treasury Securities	$	230,014,622	$	—	$	—
Liabilities:
Derivative warrant liabilities - public warrants	$	3,105,000	$	—	$	—
Derivative warrant liabilities - private warrants	$	—	$	89,100	$	—

SEC Form 10-Q filed by Frontier Acquisition Corp.