| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Frontier Acquisition Corp. [ FRONU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A ordinary shares | 03/16/2023 | D(1) | 660,000 | D | $0.00(1) | 0 | D | |||
| Class A ordinary shares | 03/16/2023 | D(2) | 2,400,000 | D | $10.2 | 0 | I(2) | By Alpha Wave Ventures, LP | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares | (3) | 03/16/2023 | D(3) | 120,000(3) | (3) | (3) | Class A ordinary shares | 120,000 | $0.00(3) | 0 | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. In connection with the liquidation and dissolution of the Issuer, Frontier Acquisition Sponsor LLC ("Sponsor") surrendered to the Issuer, for no consideration, 660,000 of the Issuer's Private Placement Units (which include the reported Class A ordinary shares) directly held by Sponsor. Sponsor is controlled by Rick Gerson. |
| 2. The reported securities were redeemed by the Issuer pursuant to a redemption of all Class A ordinary shares in connection with the Issuer's liquidation. The reported securities were directly held by Alpha Wave Ventures, LP, an investment entity managed by Alpha Wave Global, LP ("Alpha Wave"). Rick Gerson is the Chairman and Chief Investment Officer of Alpha Wave. |
| 3. 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 Class B ordinary shares would have automatically converted into Class A ordinary shares of the Issuer 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 capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. In connection with the liquidation and dissolution of the Issuer, each of Jonathan Christodoro, Peter Attia, and David A. Sinclair surrendered to the Issuer, for no consideration, 40,000 Class B ordinary shares directly held by such reporting persons. |
| Remarks: |
| After giving effect to the Issuer's delisting and deregistration, the Reporting Persons will no longer be subject to Section 16 reporting obligations. |
| Rick Gerson: By: /s/ Scott Carpenter, Attorney-in-Fact | 03/20/2023 | |
| Alpha Wave Global, LP: By: Scott Carpenter, its Authorized Signatory /s/ Scott Carpenter | 03/20/2023 | |
| Frontier Acquisition Sponsor LLC By: Scott Carpenter, its Chief Operating Officer /s/ Scott Carpenter | 03/20/2023 | |
| Jonathan Christodoro: /s/ Jonathan Christodoro | 03/20/2023 | |
| Peter Attia: By: /s/ Scott Carpenter, Attorney-in-Fact | 03/20/2023 | |
| David Sinclair: By: /s/ Scott Carpenter, Attorney-in-Fact | 03/20/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
