FRONTIER OILFIELD SERVICES INC : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry in a Material Definitive Agreement

On July 13, 2020, TRICCAR, Inc. announced that it has completed an agreement for an investment of $18,594,692 via private placement in the public entity (PIPE) from Antonomastic Investment Holdings, Ltd. resulting in the sale of 11,621,683 shares of common stock at $1.60 per share. As a condition of the investment, TRICCAR, Inc. will issue Class A Common Stock to Antonomastic Investment Holdings, bringing TRICCAR, Inc.'s total outstanding and issued shares to 111,621,683.

The investment will be made in three tranches based on the Company's stock performance. The first tranche of $3,200,000 for 2,500,000 shares is due upon availability and clearance of funds to be transferred from Kenya to the United States. The second tranche of $8,000,000 for 5,000,000 shares is due when TRICCAR's publicly-traded stock price closes at $1.60 per share. The third and final tranche of $7,394,692 for 4,621,683 shares is due when the publicly-traded stock price closes at $1.95 per share.

As part of the investment, Nairobi, Kenya based Antonomastic Investment Holdings, Ltd. will appoint an as yet to be determined member to TRICCAR's board of directors.

The investment was initially set forth in a Letter of Intent signed December 6, 2019 with TRICCAR Holdings, Inc., prior to the merger between TRICCAR Holdings and Frontier Oilfield Services. The delay in completing the investment was largely due to the SARS-Cov-2 pandemic, limited travel ability between executives of the two firms, and the State of Nevada's shut down of businesses on March 12, 2020.

Item 3.02 Unregistered Sales of Equity Securities

The disclosures in Item 1.01 of this Form 8-K regarding the private placement are incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits

Exhibits

The following Exhibits are included herein:

Exhibit No.   Description

  99.1        Press Release, Dated as of July 13, 2020, TRICCAR completed an
              agreement for an investment of $18,594,692 via private placement in the
              public entity from Antonomastic Investment Holdings, Ltd.

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