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.

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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

Net change in cash		(292,753)		454,904

Cash - beginning of the period		376,649		—
Cash - end of the period	$	83,896	$	454,904

Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	$	—	$	70,000
Offering costs paid by related party under promissory note	$	—	$	90,693
Deferred underwriting commissions	$	—	$	8,050,000

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

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FRONTIER ACQUISITION CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Frontier Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on January 15, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (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 “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2022, the Company had not yet commenced operations. All activity for the period from January 15, 2021 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust from the proceeds of its Initial Public Offering.

The Company’s sponsor is Frontier Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 10, 2021. On March 15, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, inclusive of approximately $8.1 million in deferred underwriting commissions (Notes 2 and Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 660,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of $6.6 million (Note 4). Each Private Placement Unit consists of one Class A ordinary share (the “Private Placement Shares”) and one-fourth of one redeemable warrant (the “Private Placement Warrants”), with each whole Private Placement Warrant entitling the holder thereof to purchase one Class A ordinary share at $11.50 per share.

Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (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 Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

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FRONTIER ACQUISITION CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will provide the holders (the “Public Shareholders”) of its Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. 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, solely in its discretion. 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 at $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account not previously released to the Company to pay taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

These Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Units and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or March 15, 2023 (the “Combination Period”), or with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

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FRONTIER ACQUISITION CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem

SEC Form 10-Q filed by Frontier Acquisition Corp.