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, 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 May 24, 2021, 23,660,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.


		Page
PART I . FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1

	Condensed Balance Sheet as of March 31, 2021 (Unaudited)	1

	Condensed Statement of Operations for the period from January 15, 2021 (inception) through March 31, 2021 (Unaudited)	2

	Condensed Statement of Changes in Shareholders’ Equity for the period from January 15, 2021 (inception) through March 31, 2021 (Unaudited)	3

	Condensed Statement of Cash Flows for the period from January 15, 2021 (inception) through March 31, 2021 (Unaudited)	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II . OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	25

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	$	866,518
Prepaid expenses		863,447
Total current assets		1,729,965
Investments held in Trust Account		230,000,000
Total Assets	$	231,729,965

Liabilities and Shareholders’ Equity
Current liabilities:
Accrued expenses	$	325,454
Accrued expenses - related party		5,161
Total current liabilities		330,615
Deferred underwriting commissions		8,050,000
Derivative warrant liabilities		7,489,200
Total liabilities		15,869,815

Commitments and Contingencies

Class A ordinary shares, $0.0001 par value; 21,086,014 shares subject to possible redemption at $10.00 per share		210,860,140

Shareholders’ Equity
Preference 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; 2,573,986 shares issued and outstanding (excluding 21,086,014 shares subject to possible redemption)		257
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		4,746,741
Retained earnings		252,437
Total shareholders’ equity		5,000,010
Total Liabilities and Shareholders’ Equity	$	231,729,965


General and administrative expenses	$	113,195
General and administrative expenses - related party		5,161
Loss from operations		(118,356)
Other income (expense)
Change in fair value of derivative warrant liabilities		831,400
Financing costs - derivative warrant liabilities		(460,607)
Net income	$	252,437

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

Basic and diluted weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		5,337,606
Basic and diluted net income per ordinary share, Class A and Class B non-redeemable ordinary shares	$	0.05


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Retained		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Earnings		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


Cash Flows from Operating Activities:
Net income	$	252,437
Adjustment 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		(831,400)
Financing costs - derivative warrant liabilities		460,607
Changes in operating assets and liabilities:
Prepaid expenses		(863,447)
Accrued expenses		4,833
Accrued expenses - related party		5,161
Net cash used in operating activities		(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		866,518
Cash — beginning of the period		—
Cash — end of the period	$	866,518

Supplemental disclosure of noncash activities:
Deferred offering costs included in accrued expenses	$	320,621
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	$	776,030


March 31, 2021	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	$	230,000,000	$	—	$	—
Liabilities:
Derivative warrant liabilities	$	—	$	—	$	7,489,200


	As of March 15, 2021	As of March 31, 2021
Option term (in years)	5	5
Volatility	30%	30%
Risk-free interest rate	1.49%	1.60%
Expected dividends	0.0%	0.0%


Derivative warrant liabilities beginning of the period	$	—
Issuance of Public and Private Warrants		8,320,600
Change in fair value of derivative warrant liabilities		(831,400)
Derivative warrant liabilities at March 31, 2021	$	7,489,200


	As of March 15, 2021
	As Previously
	Reported		Adjustment		As Revised
Balance Sheet
Total assets	$	232,911,780	$	—	$	232,911,780
Liabilities, redeemable non-controlling interest and shareholders’ equity
Total current liabilities	$	1,457,060	$	—	$	1,457,060
Deferred underwriting commissions		8,050,000		—		8,050,000
Derivative warrant liabilities		—		8,320,600		8,320,600
Total liabilities		9,507,060		8,320,600		17,827,660
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		218,404,710		(8,320,600)		210,084,110
Shareholders’ equity
Preference shares - $0.0001 par value		—		—		—
Class A ordinary shares - $0.0001 par value		182		83		265
Class B ordinary shares - $0.0001 par value		575		—		575
Additional paid-in-capital		5,062,239		460,524		5,522,763
Accumulated deficit		(62,986)		(460,607)		(523,593)
Total shareholders’ equity		5,000,010		—		5,000,010
Total liabilities and shareholders’ equity	$	232,911,780	$	—	$	232,911,780


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.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

Dated: May 24, 2021	FRONTIER ACQUISITION CORP.
	By:	/s/ Christian Angermayer
	Name:	Christian Angermayer
	Title:	Chief Executive Officer

SEC Form 10-Q filed by Frontier Acquisition Corp.