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 March 31, 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 ☐


PART I. FINANCIAL INFORMATION
Item 1	Financial Statements.
	Condensed Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022 (audited)	1
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023 and 2022	3
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 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.	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	22
Item 4.	Controls and Procedures.	23

PART II. OTHER INFORMATION		24
Item 1.	Legal Proceedings.	24
Item 1A.	Risk Factors.	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24
Item 3.	Defaults Upon Senior Securities.	24
Item 4.	Mine Safety Disclosures.	24
Item 5.	Other Information.	24
Item 6.	Exhibits.	25
Signatures		26


	March 31,		December 31,
	2023		2022
ASSETS
Current Assets:
Cash	$	294,845	$	575,469
Prepaid expenses		47,375		94,250
Total Current Assets		342,220		669,719

Prepaid expenses		—		—
Investments held in Trust Account		205,044,272		202,891,491

Total Assets	$	205,386,492	$	203,561,210
LIABILITIES, REDEEMBABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	2,750,658	$	2,687,545
Due to Sponsor		77,245		47,245
Accrued offering costs		—		15,000
Total Current Liabilities		2,827,903		2,749,790

Derivative warrant liabilities		1,918,750		767,500
Deferred underwriting commission		7,000,000		7,000,000
Total Liabilities		11,746,653		10,517,290

COMMITMENTS AND CONTINGENCIES (Note 5)

Class A ordinary shares subject to possible redemption; 20,000,000 shares (at $10.25 and $10.14 per share)		205,044,272		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 20,000,000 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding		500		500
Additional paid-in capital		—		—
Accumulated deficit		(11,404,933)		(9,848,071)
Total Shareholders’ Deficit		(11,404,433)		(9,847,571)
Total Liabilities and Shareholders’ Deficit	$	205,386,492	$	203,561,210


	For the Three		For the Three
	Months Ended		Months Ended
	March 31, 2023		March 31, 2022

Administrative fee – related party	$	30,000	$	30,000
General and administrative expenses		375,612		988,520
Total operating expenses		405,612		1,018,520

Other (expense) income
Interest income on assets held in Trust Account		2,152,781		20,141
Change in fair value of derivative warrant liabilities		(1,151,250)		3,709,584
Total other income		1,001,531		3,729,725

Net income	$	595,919	$	2,711,205

Class A ordinary shares - Weighted average shares outstanding, basic and diluted		20,000,000		20,000,000

Class A ordinary shares - Basic and diluted net income per ordinary share	$	0.02	$	0.11

Class B ordinary shares - Weighted average shares outstanding, basic and diluted		5,000,000		5,000,000

Class B ordinary shares - Basic and diluted net income per ordinary share	$	0.02	$	0.11


	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)


	For the		For the
	Three		Three
	Months		Months
	Ended		Ended
	March 31,		March 31,
	2023		2022
Cash flows from operating activities:
Net income	$	595,919	$	2,711,205
Transaction costs allocable to derivative warrant liabilities		—		—
Change in fair value of derivative warrant liabilities		1,151,250		(3,709,584)
Interest income on assets held in Trust Account		(2,152,781)		(20,141)
Changes in operating assets and liabilities:
Prepaid expenses		46,875		46,875
Accounts payable and accrued expenses		63,113		866,794
Due to Sponsor		30,000		—
Accrued offering costs		(15,000)		—
Net cash used in operating activities		(280,624)		(104,851)

Net change in cash		(280,624)		(104,851)
Cash at beginning of period		575,469		1,226,108
Cash at end of period	$	294,845	$	1,121,257

Non-cash financing activities:
Remeasurement of Class A ordinary shares subject to possible redemption	$	2,152,781		—


	For the Three Months
	Ended March 31, 2023
	Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income	$	476,735	$	119,184
Denominator:
Basic and diluted weighted average shares outstanding		20,000,000		5,000,000

Basic and diluted net income per ordinary share	$	0.02	$	0.02


	For the Three Months
	Ended March 31, 2022
	Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income	$	2,168,964	$	542,241
Denominator:
Basic and diluted weighted average shares outstanding		20,000,000		5,000,000

Basic and diluted net income per ordinary share	$	0.11	$	0.11


		March 31,		December 31,
Description	Level	2023		2022
Assets:
Marketable securities	1	$	205,044,272	$	202,891,491

Liabilities:
Public warrant liability	1	$	1,000,000	$	400,000
Private warrant liability	3	$	918,750	$	367,500


	Fair Value		Fair Value
	Measurement		Measurement
	Using Level 3		Using Level 3
	Inputs		Inputs
	Total		Total
	2023		2022
Beginning Balance	$	367,500	$	3,613,750
Derivative liabilities recorded on issuance of derivative Warrants		—		—
Transfer of public warrants from Level 3 to Level 1		—		—
Change in fair value of derivative liabilities		551,250		(3,246,250)
Ending Balance	$	918,750	$	367,500


Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**		Certification of Principal Executive Officer and Principal Financial 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.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	March 31,		December 31,
	2023		2022
Risk-free interest rate	3.53	%	3.91	%
Expected life of grants	5.26 years		5.4 years
Expected volatility of underlying stock	2.0	%	3.7	%
Dividends	0	%	0	%
Probability of Business Combination	22	%	7.5	%

May 15, 2023
	FRONTIER INVESTMENT CORP.

	By:	/s/ Asar Mashkoor
		Name:	Asar Mashkoor
		Title:	Chief Executive Officer and Chairman of the Board of
			Directors (Principal Executive Officer)

SEC Form 10-Q filed by Frontier Investment Corp