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): February 22, 2024 (February 20, 2024)

 

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

 

As approved by its shareholders at an extraordinary general meeting held on February 20, 2024 (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 advance the time to complete a business combination from July 06, 2024 (the “Termination Date”) to February 21, 2024 (the “Early Termination Date”). This proposal is referred to as the “Trust Agreement Amendment Proposal”.

 

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

 

As approved by its shareholders at the Special Meeting held on February 20, 2024, the following proposal was approved in accordance with the Company’s Amended and Restated Memorandum of Association and Articles of Association (together the “Articles of Association”), amending the Articles of Association to advance the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”) from July 6, 2024 (the “Current Termination Date”) to, the Early Termination Date such that: (i) in Article 49.7 of the Charter, the words "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" be deleted and replaced with the words "In the event that either the Company does not consummate a Business Combination by February 21, 2024, or such later time as the Members may approve in accordance with the Articles (the "Early Termination Date"), the Company shall"; (ii) in Article 49.8(a)(ii) of the Charter, the words "within thirty-six months after the Extended Date" be deleted and replaced with the words "by the Early Termination Date"; and (iii) in Article 49.10(b)(ii)(A), the words "beyond thirty-six months after the closing of the IPO" be deleted and replaced with the words "beyond the Early Termination Date". This proposal is referred to as the “Charter Amendment Proposal”.

 

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

 

On February 20, 2024, the Company held the Special Meeting. On January 25, 2024, the record date for the Special Meeting, there were 7,733,696 ordinary shares entitled to be voted at the Special Meeting. This includes 2,733,696 publically held Class A ordinary shares, par value $0.0001 per share (“Class A Shares”), 4,999,999 Class A shares held by Frontier Disruption Capital (the Sponsor” of the Company), and one Class B ordinary shares, par value $0.0001 per share (“Class B Share”) held by the Sponsor, together being the issued and outstanding ordinary shares of the Company (collectively referred to as the “Shares”). At the meeting, 5,048,266 or 65.28% 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. Charter Amendment Proposal 

 

Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, giving the Company the right to advance the date by which it has to complete a business combination from July 06, 2024 to February 21, 2024. Approval of the Charter 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 Charter Amendment Proposal received the following votes:

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	5,048,266				0				0				0

 

 

2. Trust Agreement Amendment Proposal 

 

Shareholders approved the proposal to amend the Trust Agreement, as a special resolution,  to allow the Company to advance the time to complete a business combination to February 21, 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
	5,048,266				0				0				0

 

Item 8.01. Other Events.

 

As of the close of business on February 23, 2024, the Public Shares will be deemed cancelled, and each Public Share will represent only the right to receive a redemption amount equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares. The expected payout to public shareholders will be $10.75 per share. The Company anticipates that the last day of trading of the Public Shares and the Company’s publicly traded units and warrants will be on February 22, 2024 and trading of Public Shares will be suspended effective before the opening of markets on February 23, 2024. 

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.		Description
3.1		Notice of Changes to the Amended and Restated Memorandum of Association and Articles of Association dated February 20, 2024
10.1		Amendment to the Investment Trust Management Agreement between the Company and the Trustee dated February 20, 2024
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: February 22, 2024	By:	/s/ Asar Mashkoor
		Name: Asar Mashkoor
		Title: Chief Executive Officer

 

 

Exhibit 3.1

 

Registrar of Companies

Government Administration Building

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 20 February 2024, the following resolutions were passed:

 

RESOLVED, as a special resolution, THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended (a) 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 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"

 

(ii)

and replacing it with the following:

 

"In the event that either the Company does not consummate a Business Combination by February 21, 2024, or such later time as the Members may approve in accordance with the Articles (the "Early Termination Date"), the Company shall"

 

(iii)

amending Article 49.8(a)(ii) by deleting the words: "within thirty-six month after the Extended Date."

 

(iv)

and replacing them with the words: "by the Early Termination Date".

 

(v)

amending Article 49.10(b)(ii)(A) by deleting the following introduction of such sub-section: "beyond thirty-six months from the closing of the IPO"

 

(vi)

and replacing it with the following:

 

"beyond the Early Termination Date".

 

"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:

 

(i)

Commence liquidation of the Trust Account only after and promptly after (x) 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; or (y), February 21, 2024 (the “Last Date”) or such 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 Shareholders as of the Last Date.”

 

www.verify.gov.ky File#: 372624

 

 

"RESOLVED, as an ordinary resolution, THAT the adjournment of the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of the foregoing proposals."

 

/s/ Todd Hurlston

Todd Hurlston

Corporate Administrator

for and on behalf of

Maples Corporate Services Limited

 

Dated this 20th day of February 2024

 

www.verify.gov.ky File#: 372624

 

 

Exhibit 10.1

 

AMENDMENT

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Amendment No. 2 (this “Amendment”), dated as of February 20, 2024, to the Investment Management Trust Agreement 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, as amended on June 29, 2024 (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 February 20, 2024 (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 amend the date by which it must consummate a business combination from July 6, 2024 to February 21, 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 (x)  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; or (y), February 21, 2024 (the “Last Date”) or such 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 Shareholders 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

 

v3.24.0.1

Cover	Feb. 20, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 20, 2024
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 Ordinary Share And Onethird Of One Redeemable Warrant [Member]
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 Ordinary Share Par Value 0. 0001 Per Share [Member]
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 Ordinary Share For 11. 50 Per Share [Member]
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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