FICVU Frontier Investment Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 6, 2023 (June 29, 2023)

 

Frontier Investment Corp

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-40570		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

PO Box 309, Ugland House

Grand Cayman, Cayman Islands

E9 KY1-1104

(Address of principal executive offices, including zip code)

 

(302) 351-3367

Registrant’s telephone number, including area code: 

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 Share, par value $0.0001 per share		FICV		The Nasdaq Stock Market, LLC
Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share		FICVW		The Nasdaq Stock Market, LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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. ¨

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

Trust Amendment Agreement

 

On June 29, 2023 as approved by its shareholders at an extraordinary general meeting held on June 29, 2023 (the “Special Meeting”), Frontier Investment Corp (the “Company”), and its trustee, Continental Stock Transfer & Trust Company (the “Trustee”), signed an amendment to the investment management trust agreement dated as of July 6, 2021 (the “Trust Agreement”), to extend the time to complete a business combination from July 06, 2023 (the “Termination Date”) to July 06, 2024, as approved by the Company’s shareholders in accordance with the Company’s amended and Amended and Restated Memorandum of Association and Articles of Association (the “Articles of Association”). At the Special Meeting, the shareholders of the Company approved a special resolution to the Articles of Association to extend the time to consummate a business combination until July 06, 2024. 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As approved by its shareholders at the Special Meeting held on June 29, 2023, the following proposals were approved: (a) as a special resolution, giving the Company the right to extend the date by which it has to complete a business combination to July 06, 2024 (the “Extension Amendment Proposal”); (b) as a special resolution, an amendment to the Articles of Association to remove from the Articles of Association the limitation that the Company  may not redeem Public Shares (as defined below) to the extent that such redemption would result in the Company  having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow the Company  to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “NTA Requirement Amendment Proposal”); (c) as a special resolution, an amendment to the Articles of Association to provide for the right of a holder of the Company’s Class B Shares, to convert into Class A Shares (or “Public Shares”) on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”); and (d) as a special resolution, an amendment to the Trust Agreement, to extend the Termination Date from July 6, 2023 to July 6, 2024 (the “Trust Agreement Amendment Proposal”);.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 29, 2023, the Company held the Special Meeting. On May 23, 2023, the record date for the Special Meeting, there were 25,000,000 ordinary shares entitled to be voted at the Special Meeting. This includes 20,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A Shares”), and 5,000,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares” and together being the issued and outstanding ordinary shares of the Company, referred to as the “Shares”). At the meeting, 13,228,392 or 52.91% of such Shares were represented in person or by proxy.

 

 

The final results for each of the matters submitted to a vote of the Company’s shareholders at the Special Meeting are as follows:

 

1. Extension Amendment Proposal 

 

Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, giving the Company the right to extend the date by which it has to complete a business combination to July 06, 2024. Approval of the Extension Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Extension Amendment Proposal received the following votes:

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	11,973,153				1,255,239				0				0

 

The Minutes of the Special Meeting which show the approval of the Extension Amendment Proposal in the form of the . 

 

2. Redemption Limitation Amendment Proposal 

 

Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution,  an amendment to the Articles of Association to remove from the Articles of Association the limitation that the Company  may not redeem Public Shares (as defined below) to the extent that such redemption would result in the Company  having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow the Company  to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. Approval of the Redemption Limitation Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Redemption Limitation Amendment Proposal received the following votes:

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	11,973,153				1,255,239				0				0

 

3. Founder Share Amendment Proposal 

 

Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, an amendment to the Articles of Association to provide for the right of a holder of the Company’s Class B Shares, to convert into Class A Shares on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder.  Approval of the Founder Share Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Founder Share Amendment Proposal received the following votes:

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	11,973,153				1,255,239				0				0

 

4. Trust Agreement Amendment Proposal 

 

Shareholders approved the proposal to amend the Trust Agreement, as a special resolution,  to allow the Company to extend the time to complete a business combination to July 06, 2024. Approval of the Trust Agreement Amendment Proposal required a special resolution under Cayman Islands law, a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Trust Agreement Amendment Proposal received the following votes:  

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	11,973,153				1,255,239				0				0

 

 

Item 8.01. Other Events.

 

In connection with the shareholders’ vote at the Special Meeting of shareholders held by the Company on June 29, 2023, 17,266,304 Class A Shares were tendered for redemption, leaving 2,733,696 Class A Shares. As a result, approximately $179,054,777 (approximately $10.37 per share) will be removed from the Company’s trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company since that date. After the redemptions, approximately $28,348,934 will remain in the Company’s trust account.

 

On June 29, 2023, the Company issued an aggregate of 5,999,999 shares of its Class A Shares to Frontier Disruption Capital, the Company’s sponsor (the “Sponsor”) and the holder of the Company’s Class B Shares, upon the conversion of an equal number of Class B Shares (the “Conversion”). The 5,999,999 Class A Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering.

 

Following the Conversion and the redemptions, there were 7,733,695 Class A Shares issued and outstanding and one Class B Share issued and outstanding. As a result of the Conversion, the Sponsor holds approximately 65% of the Company’s outstanding Class A Shares. The issuance of Class A Shares upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

 

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.		Description
3.1		Notice of Changes to  Memorandum Articles of Association dated June 29, 2023
10.1		Amendment to the Investment Trust Management Agreement between the Company and the Trustee dated June 29, 2023
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	FRONTIER INVESTMENT CORP
Dated: July 6, 2023	By:	/s/ Asar Mashkoor
		Name: Asae Mashkoor
		Title: Chief Executive Officer

 

 

Exhibit 3.1

 

Registrar of Companies Registrar of Companies

Government Administration Building Government Administration Building

133 Elgin Avenue 133 Elgin Avenue

George Town

Grand Cayman

 

Frontier Investment Corp (ROC #372624) (the "Company")

 

TAKE NOTICE that by minutes of an extraordinary general meeting of the shareholders of the Company dated 29 June 2023, the following special resolutions were passed:

"FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Articles of the Company be amended by:

 

(i) amending Article 49.7 by deleting the following introduction of such sub-section:

 

"In the event that the Company does not consummate a Business Combination within 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall"

 

(ii) and replacing it with the following:

 

"In the event that either the Company does not consummate a Business Combination within 36 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles (the "Extended Date"), the Company shall:"

 

(iii) amending Article 49.8(a)(ii) by deleting the words:

 

"within twenty-four months after the date of the closing of the IPO pursuant to Article 49.7"

(iv) and replacing them with the words:

 

"within thirty-six months after the Extended Date".

 

(v) amending Article 49.10(b)(ii)(A) by deleting the following introduction of such sub-section:

 

"beyond twenty-four months from the closing of IPO"

 

(vi) and replacing it with the following:

 

"beyond thirty-six months after the closing of the IPO";"

 

"SECOND, RESOLVED, as a special resolution THAT, effective immediately, Section 1 (i) of the Investment Management Trust Agreement dated 6 July 2021 between the Company and Continental Stock Transfer & Trust Company be amended and restated in its entirety to read as follows:

 

www.verify.gov.ky File#: 372624

 

 

“Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by (July 6, 2024 ( the “Last Date”) or such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, as amended, if a Termination Letter has not been received by the Trustee prior to such date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date.”

 

"THIRD, RESOLVED, as a special resolution THAT, effective immediately, the Articles of the Company be amended by:

 

(i) amending Article 49.5 by deleting the following words in their entirety:

 

"(such redemption price being referred to herein as the Redemption Price), provided that the Company shall not repurchase Public Shares in an amount that would cause the Company's net tangible assets to be less than US$5,000,001 (the "Redemption Limitation")"

 

"FOURTH, RESOLVED, as a special resolution, THAT, effective immediately, the Articles of the Company be amended by:

 

(i) amending Article 17.2 by deleting it in its entirety and replacing it with the following:

 

"The Class B Shares shall automatically convert into Class A Shares on a one-for-one basis on the

 

first business day following the closing of the Business Combination, or at any earlier date at the

 

option of the holders of the Class B Shares."

(ii) deleting Articles 17.3 and 17.4 in their entirety;

 

(iii) amending Article 17.5 by deleting the word "also"; and

 

(iv) amending the defined term "Specified Future Issuance", and its accompanying definition, by deleting them in their entirety.” and

 

Andrica Bailey

Senior Corporate Administrator

for and on behalf of

Maples Corporate Services Limited

 

Dated this 29th day of June 2023

 

www.verify.gov.ky File#: 372624

 

 

Exhibit 10.1

 

AMENDMENT

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Amendment No. 1 (this “Amendment”), dated as of June 29, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Frontier Investment Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

 

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of July 6, 2021 (the “Trust Agreement”);

 

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

 

WHEREAS, at an Extraordinary General Meeting of the Company held on June 29, 2023 (the “Extraordinary General Meeting”), the Company’s shareholders approved (i) a proposal to amend the Company’s amended and restated articles of association (the “A&R AA”) giving the Company the right to extend the date by which it must consummate a business combination from July 6, 2023 to July 6, 2024; and

 

NOW THEREFORE, IT IS AGREED:

 

1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety to read as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by (July 6, 2024 ( the “Last Date”) or such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, as amended, if a Termination Letter has not been received by the Trustee prior to such date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date.

 

4. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

 

5. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

 

6. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

 

7. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

[signature page follows]

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee

 

By:	/s/ Francis Wolf
Name:	Francis Wolf
Title:	Vice President

 

FRONTIER INVESTMENT CORP

 

By:	/s/ Asar Mashkoor
Name:	Asar Mashkoor
Title:	Chief Executive Officer

 

 

v3.23.2

Cover	Jun. 29, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 29, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40570
Entity Registrant Name	Frontier Investment Corp
Entity Central Index Key	0001855693
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	PO Box 309, Ugland House
Entity Address, City or Town	Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	1104
City Area Code	302
Local Phone Number	351-3367
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant
Trading Symbol	FICVU
Security Exchange Name	NASDAQ
Class A Ordinary Share, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Class A Ordinary Share, par value $0.0001 per share
Trading Symbol	FICV
Security Exchange Name	NASDAQ
Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share
Trading Symbol	FICVW
Security Exchange Name	NASDAQ

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