Current Report Filing (8-k)
23 Marzo 2022 - 9:29PM
Edgar (US Regulatory)
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2022-03-22
2022-03-22
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FRON:UnitsEachConsistingOfOneClassAOrdinaryShareDollar0.0001ParValueAndOneFourthOfOneRedeemableWarrantMember
2022-03-22
2022-03-22
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2022-03-22
2022-03-22
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FRON:RedeemableWarrantsIncludedAsPartOfTheUnitsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOfDollar11.50Member
2022-03-22
2022-03-22
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or Section 15(d)
of the Securities Exchange
Act of 1934
Date of Report
(Date of earliest event reported): March 22, 2022
FRONTIER ACQUISITION
CORP.
(Exact name of registrant
as specified in its charter)
Cayman Islands |
001-40197 |
98-1578395 |
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(IRS Employer
Identification Number) |
667
Madison Avenue, 19th Floor New York, New York 10065 |
(Address of principal executive offices) |
(212)
803 9080
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 to 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, $0.0001 par value, and one-fourth of one redeemable warrant |
|
FRONU |
|
The Nasdaq Stock Market LLC |
Class A Ordinary Shares included as part of the units |
|
FRON |
|
The Nasdaq Stock Market LLC |
Redeemable warrants included as part of the units |
|
FRONW |
|
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 or Rule 12b-2 of the
Securities Exchange Act of 1934.
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.
This Current Report on Form 8-K is filed by Frontier Acquisition Corp., a Cayman Islands exempted company (the “Company”),
in connection with the matters described herein.
Item 4.02 |
Non-Reliance on Previously Issued Financial Statement and Related Audit Report. |
On March 22, 2022, the Company’s management (the
“Management”) and the audit committee of the Company’s board of directors (the “Audit Committee”),
concluded that due to a reclassification of the Company’s temporary and permanent equity, the Company’s previously
issued (i) audited balance sheet as of March 15, 2021 (the "Post IPO Balance Sheet"), as initially filed with the Securities
and Exchange Commission (the “SEC”) on March 19, 2021; (ii) unaudited interim financial statements for the quarterly
period ended March 31, 2021, initially filed with the SEC on May 24, 2021 and (iii) unaudited interim financial statements included
in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13,
2021 (collectively, the “Affected Periods”), should no longer be relied upon. Since
the Company’s initial public offering (“IPO”), the Company has considered the Class A ordinary shares subject
to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into
consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider
redeemable stock classified as temporary equity as part of net tangible assets. Upon further analysis, Management has determined
that the Class A ordinary shares issued during the IPO and pursuant to the exercise of the underwriters’ overallotment
can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control.
Therefore, Management concluded that the redemption value should include all Class A ordinary shares subject to possible
redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. In
addition, the Company determined it should
restate its earnings per share calculation to allocate income and loss shared pro rata between the two classes of shares.
The restatement does not have an impact on the Company's cash position
and cash held in the trust account established in connection with the IPO. The Company’s Management
and the Audit Committee have discussed the matters disclosed in this Form 8-K with WithumSmith+Brown, PC.
While the Company adopted the above changes in the unaudited interim
financial statements for the quarterly period ended September 30, 2021 included in the Company's Form 10-Q filing for the quarterly period ended September 30, 2021, filed with the SEC on November 12, 2021, the Company presented the
reclassification as a revision that did not require the restatement of previously issued financial statements. The Company has subsequently
determined that such reclassification should be considered a restatement rather than a revision. As such, the Company will restate its
financial statements for the Affected Periods in future filings.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of
the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of
words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,”
“may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include,
but are not limited to, statements regarding the Company’s cash position and investments held in its trust account. These statements
are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results
to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as
the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
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.
Dated: March 23, 2022
|
FRONTIER
ACQUISITION CORP. |
|
|
|
By: |
/s/
Scott Carpenter |
|
Name: |
Scott
Carpenter |
|
Title: |
Chief
Operating Officer |
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