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): September 27, 2023 (September 25, 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.
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 25, 2023, Frontier Investment Corp (the “Company”) issued one unsecured promissory note (the “Note”) in an amount of $500,000, to Frontier Disruption Capital (“Sponsor”), for working capital. The Note does not bear interest and matures at such time the Company consummates a business combination. At the option of the Sponsor, the principal amount of the Note may be paid in cash or convertible into private placement warrants at $1.00 per warrant, such warrants being the same as those issued to the Sponsor in the private placement which closed contemporaneously with the initial public offering on June 30, 2021. Each warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
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: September 27, 2023 | By: | /s/ Asar Mashkoor |
| | | Name: Asar Mashkoor |
| | | Title: Chief Executive Officer |
