References in this report (the "Quarterly Report") to "we," "us" or the "Company" refer to Frontier Investment Corp The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Note Regarding Forward-Looking Statements
This quarterly report on Form 10-Q includes forward-looking statements. We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other
Overview
We were formed on
We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
We presently have no revenue. All activities for the period from
On
Upon the consummation of the IPO and associated private placement,
We cannot assure you that our plans to complete our Initial Business Combination will be successful. If we are unable to complete its initial business combination within 24 months from the date of the IPO, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and our board of directors, liquidate and dissolve. In the event of liquidation, the holders of the Founder Shares and Private Warrants will not participate in any redemption distribution with respect to their founder shares or Private Warrants, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the Trust Account).
19 Table of Contents Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities through
For the period
For the three months ended
Liquidity and Capital Resources
As of
For the period from
On
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of
Contractual obligations
As of
The underwriters are entitled to a deferred fee of
Commencing on the date the Units were first listed on the Nasdaq, the Company
agreed to pay the Sponsor a total of
20
Table of Contents
Company's liquidation, the Company will cease paying these monthly fees. The Company will begin paying these fees in the fourth quarter of 2021.
Critical Accounting Policies
Class A ordinary shares subject to possible redemption
The Company accounts for its ordinary shares subject to possible redemption in
accordance with the guidance enumerated in ASC 480 "Distinguishing Liabilities
from Equity". Ordinary shares subject to mandatory redemption are classified as
a liability instrument and are measured at fair value. Conditionally redeemable
ordinary shares (including ordinary shares that feature redemption rights that
are either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within the Company's control) are
classified as temporary equity. At all other times, ordinary shares are
classified as shareholders' equity. The Company's Class A ordinary shares
feature certain redemption rights that are considered by the Company to be
outside of the Company's control and subject to the occurrence of uncertain
future events. Accordingly, at
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrants
The Company accounts for the 12,791,667 warrants to be issued in connection with the Initial Public Offering (including 6,666,667 Public Warrants and 6,125,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.
The accounting treatment of derivative financial instruments required that the
Company record a derivative liability upon the closing of the Initial Public
Offering. Accordingly, the Company classifies each warrant as a liability at its
fair value and the warrants were allocated a portion of the proceeds from the
issuance of the Units equal to their fair value determined by the Monte Carlo
simulation model and Black-Scholes model. This liability is subject to
re-measurement at each balance sheet date. With each such re-measurement, the
warrant liability will be adjusted to fair value, with the change in fair value
recognized in the Company's statement of operations. The Company will reassess
the classification at each balance sheet date. If the classification changes as
a result of events during the period, the warrants will be reclassified as of
the date of the event that causes the reclassification. No events have occurred
through
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