Insider filing report for Changes in Beneficial Ownership
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Frontier Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G36826 108
(CUSIP Number)
660 Madison Avenue, 19th Floor
New York, New York, 10065
212-803-9080
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 15, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | ||
| G36826 108 | SCHEDULE 13D | Page 2 of 11 |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
|
NUMBER OF
SHARES WITH |
7 | SOLE VOTING POWER 5,630,000* |
| 8 | SHARED VOTING POWER | |
| 9 | SOLE DISPOSITIVE POWER 5,630,000* | |
| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,630,000* | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.2% | |
| 14 | TYPE OF REPORTING PERSON OO | |
*Represents 5,630,000 Class A Ordinary Shares issuable upon conversion of 5,630,000 Class B Ordinary Shares.
| CUSIP No. | ||
| G36826 108 | SCHEDULE 13D | Page 3 of 11 |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION US Citizen | |
|
NUMBER
OF SHARES |
7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER 8,030,000* | |
| 9 | SOLE DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER 8,030,000* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,030,000* | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.4% | |
| 14 | TYPE OF REPORTING PERSON IN | |
* Includes 5,630,000 Class A Ordinary Shares issuable upon conversion of 5,630,000 Class B Ordinary Shares.
| CUSIP No. | ||
| G36826 108 | SCHEDULE 13D | Page 4 of 11 |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Falcon Edge Capital, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
|
NUMBER
OF SHARES |
7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER 2,400,000 | |
| 9 | SOLE DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER 2,400,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,400,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% | |
| 14 | TYPE OF REPORTING PERSON IA, PN | |
| CUSIP No. | ||
| G36826 108 | SCHEDULE 13D | Page 5 of 11 |
Item 1. Security and Issuer.
This Schedule 13D relates to the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of Frontier Acquisition Corp., a Cayman Islands corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 660 Madison Avenue, 19th Floor, New York, NY 10065.
Item 2. Identity and Background.
(a), (c), (f)
This Statement is being filed by each of the following persons (collectively, the “Reporting Persons”):
| i. | Frontier Acquisition Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”) |
| ii. | Rick Gerson, a citizen of the United States of America (“Mr. Gerson,” together with Sponsor, the “Sponsor Reporting Persons”); and |
| iii. | Falcon Edge Capital, LP, a Delaware limited partnership (“Falcon Edge”). |
This Statement relates to Class A Ordinary Shares underlying units purchased in the Issuer’s initial public offering (the “IPO”) and Class A Ordinary Shares issuable upon conversion of Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”) of the Issuer (collectively, the “Shares”).
Mr. Gerson is the manager of Sponsor. Mr. Gerson may be deemed to have voting and dispositive power with respect to the Class A Ordinary Shares issuable upon conversion of the Class B Ordinary Shares owned by Sponsor. Falcon Edge is the investment manager of Alpha Wave Ventures, LP, a Cayman Islands limited partnership ("Alpha Wave"), and in such capacity, may be deemed to have voting and dispositive pow er with respect to the Class A Ordinary Shares held by Alpha Wave. Falcon Edge (Cayman) GP, Ltd., a Cayman Islands exempted company ("Falcon GP") is the general partner of Falcon Edge. Mr. Gerson is the Chairman and Chief Investment Officer of Falcon Edge and the controlling shareholder of Falcon GP, and in such capacities, may be deemed to have voting and dispositive power with respect to the Class A Ordinary Shares held by Alpha Wave.
Falcon Edge acts as investment manager to certain funds and accounts, including Alpha Wave. Mr. Gerson is Chairman and Chief Investment Officer of Falcon Edge.
(b) The address of the principal business office of the Reporting Persons and Falcon GP is 660 Madison Avenue, 19th Floor, New York, NY 10065.
| CUSIP No. | ||
| G36826 108 | SCHEDULE 13D | Page 6 of 11 |
(d) (e) During the last five years, none of the Reporting Persons nor Falcon GP (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Sponsor acquired the Founder Shares (as defined below), and the Private Placement Units (as defined below), in exchange for a capital contribution of $25,000 and $6,600,000, respectively. The funds for acquisitions by Sponsor reported in this Item 3 were derived from funds provided by affiliates of the Sponsor and co-investors in the Sponsor.
Falcon Edge, on behalf of Alpha Wave, invested $24,000,000 to acquire the Units (as defined and described in Item 4 below). The funds for acquisitions of Units by Alpha Wave reported in this Item 3 were derived from the working capital of Alpha Wave for general investment purposes.
Item 4. Purpose of Transaction.
Founder Shares and Private Placement Units acquired by Sponsor Reporting Persons
In connection with the organization of the Issuer, the Sponsor purchased 5,750,000 Class B Ordinary Shares (the “Founder Shares”) for the amount of $25,000, pursuant to a Securities Subscription Agreement, dated January 20, 2021 between the Sponsor and the Issuer (the “Securities Subscription
Agreement”), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. As described in the Issuer’s registration statement on Form S-1 (File No. 333-253264) under the heading “Description of Securities—Founder Shares,” the shares of Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the Issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
On March 15, 2021, simultaneously with the closing of the Issuer’s IPO, pursuant to the Private Placement Units Purchase Agreement, the Sponsor acquired 660,000 private placement units, each private placement unit (a “Private Placement Unit”) consisting of one Class A Ordinary Share and one-fourth of one redeemable warrant (a “Private Placement Warrant”), each whole Private Placement Warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, at a purchase price of $10.00 per private placement unit.
The Private Placement Units are identical to the Units sold in the Issuer’s IPO and the Private Placement Warrants are identical to the warrants included in the Units sold in the Issuer’s IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants or Private Placement Units (except to certain permitted transferees) until 30 days after the completion of the Issuer’s initial business combination. The summary of such Private Placement Units Purchase Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto.
The Sponsor may make further acquisitions of Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Shares held at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such Shares are subject to certain lock-up restrictions as further described in Item 6 below.
Mr. Gerson is co-President of the Issuer.
Except for the foregoing and as otherwise disclosed in this Schedule 13D, the Sponsor Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D.
| CUSIP
No. G36826 108 | SCHEDULE 13D | Page 7 of 11 |
With respect to paragraph (b) of Item 4, the Issuer is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Sponsor as further described in Item 6 below, the Reporting Persons have agreed to (i) waive their redemption rights with respect to their founder shares, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Issuer’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Issuer’s obligation to allow redemption in connection with the Issuer’s initial business combination or amendments to our charter prior thereto or to redeem 100% of the Issuer’s public shares if the Issuer does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholder’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Issuer fails to complete its initial business combination within 24 months from the closing of the IPO, although the Sponsor, the directors, officers and advisors of the Issuer will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Issuer fails to complete their initial business combination within the prescribed time frame. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change its purpose or formulate plans or proposals with respect to the Issuer.
Units acquired by Alpha Wave
On March 15, 2021, in connection with the Issuer’s initial public offering, Falcon Edge acquired, on behalf of Alpha Wave, 2,400,000 units (the “Units”) of the Issuer at $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-fourth of one warrant (the "Public Warrants"), each whole warrant entitling the holder to purchase one Class A Ordinary Share at $11.50 per share (as described more fully in the Issuer’s Final Prospectus dated March 10, 2021). The Public Warrants included in the Units will become exercisable on the later of 30 days after the completion of the Issuer’s initial business combination or 12 months from the closing of the Issuer’s initial public offering. The Public Warrants included in the Units will expire five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.
The securities held by Alpha Wave were acquired for investment purposes and Falcon Edge intends to review the investment in the Issuer on a continuing basis. The acquisition of securities by Alpha Wave is unrelated to the acquisition of securities by the Sponsor Reporting Persons. Any actions Falcon Edge make may be made at any time and from time to time without prior notice and will be dependent upon Falcon Edge's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Falcon Edge may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities reported herein as beneficially owned by it, in the open market or in privately negotiated transactions.
Other than as described above, Falcon Edge does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, Falcon Edge may change its purpose or formulate different plans or proposals with respect thereto at any time.
Item 5. Interest in Securities of the Issuer.
(a), (b)
The aggregate number and percentage of Class A Ordinary Shares beneficially owned by the Reporting Persons has been calculated on the basis of a total of 23,000,000 Class A Ordinary Shares outstanding (or 29,290,000 Class A Ordinary Shares outstanding, assuming conversion of the Class B Ordinary Shares held by Sponsor, as applicable), and is set forth in boxes 11 and 13 of the second part of the cover pages to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. Shares reported as beneficially owned herein include Shares issuable upon conversion of the Class B Ordinary Shares.
| CUSIP No. G36826 108 | SCHEDULE 13D | Page 8 of 11 |
The numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover pages to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
(c) Except as set forth in Item 4 and Item 6 of this Schedule 13D, none of the Reporting Persons beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.
(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than the Reporting Persons and Alpha Wave.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated by reference into Item 6 of this Schedule 13D.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13D as Exhibit 1, with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto.
The Sponsor has entered into several contracts, described below, in relation to the Shares held by the Sponsor Reporting Persons.
Securities Subscription Agreement between the Issuer and Sponsor
In connection with the organization of the Issuer, 5,750,000 shares of Class B Ordinary Shares were purchased by the Sponsor for the amount of
$25,000, pursuant to the Securities Subscription Agreement.
The description of the Securities Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto.
Registration and Shareholder Rights Agreement
On March 15, 2021, in connection with the Issuer’s initial public offering, the Issuer and the Sponsor entered into a registration and shareholder rights agreement, pursuant to which the Holders (as defined therein) are entitled to request that the Issuer register certain of its securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, the holders have the right to include their securities in other registration statements filed by the Issuer. In addition, upon consummation of the Issuer’s initial business combination, the Sponsor has the right to nominate three individuals for election to the Issuer’s board of directors.
The summary of such registration and shareholders rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto.
| CUSIP No. G36826 108 | SCHEDULE 13D | Page 9 of 11 |
Insider Letter
On March 15, 2021, the Issuer entered into a letter agreement (the “Letter Agreement”) with the Sponsor and the Issuer’s directors and officers.
Pursuant to the Letter Agreement, the Sponsor has agreed that if the Issuer seeks shareholder approval of a proposed business combination it will vote all shares held by it in favor of such proposed business combination. The Issuer has agreed it would not enter into a definitive agreement regarding a proposed business combination without the prior consent of the Sponsor.
Pursuant to the Letter Agreement, the Sponsor has agreed not to transfer any Founder Shares (or Class A Shares issuable upon conversion thereof) until one year after the completion of the Issuer’s initial business combination or earlier if, subsequent to such business combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Issuer’s initial business combination or (y) the Issuer consummates a subsequent liquidation, merger, share exchange or other similar transaction that results in all of the Issuer’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, the Letter Agreement provides exceptions pursuant to which the Sponsor can transfer such shares to certain permitted transferees as further described in the Letter Agreement. Under the Letter Agreement, neither the Private Placement Units nor the shares or Warrants underlying such Private Placement Units may be transferred (except to certain permitted transferees) until 30 days after the consummation of the initial business combination.
Under the Letter Agreement, the Sponsor also agreed it will not propose any amendment to the Issuer’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Issuer’s obligation to redeem the Shares underlying the units sold in the Issuer’s IPO if the Issuer does not complete a business combination within 24 months from the closing of its initial public offering unless the Issuer provides its public shareholders with the opportunity to redeem their shares upon approval of any such amendment.
Under the Letter Agreement, the Sponsor agreed to waive, with respect to any of the Shares held by it, any redemption rights it may have in connection with the consummation of a business transaction, including, without limitation, any such rights available in the context of a shareholder vote to approve such business transaction or in the context of a tender offer made by the Issuer to purchase the Shares.
The Sponsor also agreed that in the event of the liquidation of the Trust Account of the Issuer (as defined in the Letter Agreement), it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject as a result of any claim by any third party for services rendered or products sold to the Issuer, or by any prospective target business with which the Issuer has entered into a letter of intent, confidentiality or other similar agreement for a business combination, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes; provided that such indemnity shall not apply if such third party or prospective target business executes an agreement waiving any claims against the Trust Account.
The description of the Letter Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as an exhibit hereto.
Alpha Wave Reporting Persons
There are presently no contractual arrangements between Falcon Edge and the Issuer. If the Issuer seeks shareholder approval of a proposed business combination the Falcon Edge intends to vote all Shares held by Alpha Wave in favor of such proposed business combination. There can be no assurance, however, that Falcon Edge will actually vote all Shares held by Alpha Wave in favor of a proposed business combination if such a vote is called.
| CUSIP No. G36826 108 | SCHEDULE 13D | Page 10 of 11 |
Item 7. Material to Be Filed as Exhibits.
| CUSIP No. G36826 108 | SCHEDULE 13D | Page 11 of 11 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 25, 2021
| FRONTIER ACQUISITION SPONSOR LLC |
| By: | /s/ Scott Carpenter | |
| Name: Scott Carpenter | ||
| Title: Authorized Signatory |
| FALCON EDGE CAPITAL, LP | |
| /s/ Rick Gerson | |
| Name: Rick Gerson | |
| Title: Chairman and CIO |
| /s/ Rick Gerson | |
| Rick Gerson |