NEW
YORK, March 8, 2023 /PRNewswire/
-- Frontier Acquisition Corp. (the "Company") (Nasdaq: FRON),
a special purpose acquisition company, today announced that it will
redeem all of its outstanding Class A ordinary shares, par value
$0.0001 previously issued to the
public (the "Public Shares"), with such redemption anticipated to
be effective as of the close of business on March 16, 2023, because the Company will not
consummate an initial business combination within the time period
required by its Amended and Restated Memorandum and Articles of
Association (the "Articles").
As stated in the Company's Articles and in the Company's
registration statement on Form S-1 (Registration No. 333-253264),
initially filed with the United States Securities and Exchange
Commission (the "Commission") on February
18, 2021, relating to the Company's initial public offering
(the "Form S-1"), if the Company is unable to complete an initial
business combination within 24 months of the initial public
offering, the Company will: (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible, but
not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Company's trust account
(the "Trust Account"), including interest earned on the funds held
in the Trust Account and not previously released to the Company to
pay its taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of the then-outstanding public
shares, which redemption will completely extinguish public
shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject
to the approval of the Company's remaining shareholders and board
of directors, liquidate and dissolve, subject in the case of
clauses (ii) and (iii), to the Company's obligations under
Cayman Islands law to provide for
claims of creditors and the requirements of other applicable
law.
Net of taxes and dissolution expenses, the per-share redemption
price for the Public Shares is expected to be approximately
$10.16 (the "Redemption Amount"). In
accordance with the terms of the related trust agreement, the
Company expects to retain $100,000 of
the interest and dividend income from the Trust Account to pay
dissolution expenses.
The Company anticipates that the last day of trading in the
Class A ordinary shares will be March 15,
2023. On or about the close of business on March 16, 2023, the Public Shares will be deemed
cancelled and will represent only the right to receive the
Redemption Amount.
The Redemption Amount will be payable to the holders of the
Public Shares upon presentation of their respective share or unit
certificates or other delivery of their shares or units to the
Company's transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of Public Shares held in "street name,"
however, will not need to take any action in order to receive the
Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company's warrants. The Company's initial
shareholders has waived their redemption rights with respect to the
outstanding Class B ordinary shares issued prior to the Company's
initial public offering. After March 16,
2023, the Company shall cease all operations except for
those required to wind up the Company's business.
The Company expects that The Nasdaq Stock Market LLC will file a
Form 25 with the Commission to delist its securities. The Company
thereafter expects to file a Form 15 with the Commission to
terminate the registration of its securities under the Securities
Exchange Act of 1934, as amended.
About Frontier Acquisition Corp.
Frontier Acquisition
Corp. is a blank check company formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses.
Forward-Looking Statements
This press release includes
"forward-looking statements" within the meaning of the safe harbor
provisions of the United States 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 impact of
the Company's restatement of certain historical financial
statements, the Company's cash position and cash held in the Trust
Account and any proposed remediation measures with respect to
identified material weaknesses. These statements are based on
current expectations on the date of this Current Report on 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.
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SOURCE Frontier Acquisition Corp.