CO false 0001670076 --12-31 0001670076 2021-04-06 2021-04-06

 

 

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): April 6, 2021

 

 

Frontier Group Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-40304   46-3681866

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

4545 Airport Way
Denver, CO 80239
(Address of Principal Executive Offices) (Zip Code)

(720) 374-4200

(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

Symbols

 

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   ULCC   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  

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.

On April 6, 2021, Frontier Group Holdings, Inc. (the “Company”) closed its initial public offering (“IPO”) of 15,000,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at an offering price of $19.00 per share, pursuant to the Company’s registration statement on Form S-1 (File No. 333-254004), as amended (the “Registration Statement”). The Company sold 15,000,000 shares and certain existing stockholders sold an aggregate of 19,500,000 shares, including 4,500,000 shares that were sold pursuant to the underwriters’ option to purchase additional shares.

In connection with the IPO, the Company entered into the Registration Rights Agreement, dated April 6, 2021, by and between the Company and Indigo Frontier Holdings Company, LLC (the “Registration Rights Agreement”), a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The terms of the Registration Rights Agreement are substantially the same as the terms set forth in the form of such agreement filed as an exhibit to the Registration Statement and as described therein. Indigo Frontier Holdings Company, LLC is our controlling stockholder. For further information, see “Certain Relationships and Related Party Transactions” in the Prospectus.

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 6, 2021, the Company filed an Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Company’s Amended and Restated Bylaws (the “Bylaws”) became effective on such date. The Certificate of Incorporation and the Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. The terms of the Certificate of Incorporation and Bylaws are substantially the same as the terms set forth in the forms previously filed as Exhibits 3.2 and 3.4, respectively, to the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

 

Exhibit
No.

  

Description

3.1    Amended and Restated Certificate of Incorporation of Frontier Group Holdings, Inc.
3.2    Amended and Restated Bylaws of Frontier Group Holdings, Inc.
4.1    Registration Rights Agreement, dated April 6, 2021, by and among Frontier Group Holdings, Inc. and Indigo Frontier Holdings Company, LLC.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 GROUP HOLDINGS, INC.
By:  

/s/ James Dempsey

Name:   James Dempsey
Title:   Chief Financial Officer

Date: April 6, 2021