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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:
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 |
|
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--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
|
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Grand Cayman
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KY
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1104
|
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