IPO and Business Combination - The company completed its Initial Public Offering on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 Units at $10.00 per Unit[176]. - The Flybondi Business Combination Agreement was entered into on October 19, 2023, with a total consideration of up to $300 million, valued at $10.00 per share[183][187]. - The company plans to merge with Merger Sub, with each issued and outstanding security being converted into a substantially equivalent security of FB Parent[186]. - The company held a special meeting on March 28, 2025, where stockholders approved the Business Combination Agreement and related proposals[187]. - The company has until November 5, 2025, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed[210]. Financial Performance - As of March 31, 2025, the company had not commenced any operations and generated no revenues, with a net loss of $563,289 for the three months ended March 31, 2025, compared to a net loss of $260,035 for the same period in 2024[196][197]. - The company had $81,141 in its operating bank account and a working capital deficit of $8,933,445 as of March 31, 2025[199]. Stockholder Actions - Stockholders redeemed 348,502 shares of Class A Common Stock for approximately $3.94 million at a redemption price of about $11.31 per share[190]. - The company extended its Combination Period from November 5, 2024, to November 5, 2025, with stockholders redeeming 835,672 Public Shares for approximately $9.54 million[193]. - The company may seek further extensions of the Combination Period, which would require stockholder approval and could decrease the amount held in the Trust Account[194]. Trust Account and Financing - An aggregate of $21,760 has been deposited into the Trust Account to extend the Combination Period to June 5, 2025[180]. - The company issued the First Extension Promissory Note for up to $630,000 and agreed to make monthly deposits of $105,000 into the Trust Account until November 3, 2023[201]. - The company issued the Second Extension Promissory Note for up to $359,503 and will continue to deposit $29,959 into the Trust Account until November 5, 2024[203]. - The company issued the Third Extension Promissory Note for up to $130,561 and will deposit $10,880 into the Trust Account until November 5, 2025[204]. - The company has deposited an aggregate of $1,043,903 to fund the Trust Account under the Extension Promissory Notes through March 31, 2025[205]. - The company issued the 2023 Promissory Note for up to $1,500,000, which may be converted into warrants at a price of $1.00 per warrant[207]. - The company issued the 2024 Promissory Note for up to $3,000,000, with $759,493 owed as of March 31, 2025[208]. Regulatory and Market Status - The uncertain tax position related to the deduction of start-up and operating costs was resolved, with the company reporting $0 and $371,214 for this uncertainty as of March 31, 2025, and December 31, 2024, respectively[181]. - The company’s securities were delisted from Nasdaq and are now quoted on the OTC Pink Market under the symbols "INTE," "INTEW," and "INTEU"[182]. - Prior to the Initial Public Offering, the company satisfied liquidity needs through a loan of $252,950 and the issuance of 2,875,000 Class B Common Stock for gross proceeds of $25,000[200].

IPO and Trust Account - The company completed its Initial Public Offering on November 5, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[33]. - A total of $116,725,000, including $113,000,000 from the IPO and part of the Private Placement proceeds, was placed in the Trust Account[35]. - The Trust Account holds approximately $4,078,045 as of December 31, 2024, available for a Business Combination, providing options for liquidity events and capital for growth[98]. - The Trust Account was reduced by approximately $9.5 million (about $11.41 per share) following the Third Special Meeting[77]. - As of December 31, 2024, the amount in the Trust Account available for redemption was approximately $11.24 per Public Share[113]. - The company will not redeem Public Shares in an amount that would cause net tangible assets to be less than $5,000,001 to avoid SEC's "penny stock" rules[115]. - If the Trust Account balance falls below $10.15 per Public Share due to claims, the company may not be able to complete the initial Business Combination[141]. - The company has access to $146,565 in funds held outside the Trust Account as of December 31, 2024, to cover potential claims and liquidation costs[144]. - The redemption process requires Public Stockholders to submit their shares two business days prior to the vote on the initial Business Combination[129]. - The company intends to redeem Public Shares promptly after the end of the Combination Period, with a per-share price equal to the aggregate amount in the Trust Account, which is expected to be at least $10.15 per Public Share[146]. - If unable to complete an initial Business Combination, Public Stockholders may receive approximately $11.24 per Public Share upon liquidation of the Trust Account, before taxes payable and up to $100,000 of interest for dissolution expenses[169]. - The company instructed the trustee to liquidate investments in the Trust Account and hold funds in an interest-bearing demand deposit account, potentially reducing interest income[166]. Business Combination Agreement - The company entered into the Flybondi Business Combination Agreement on October 19, 2023, with a total consideration of up to $300,000,000 for the Flybondi Shares, valued at $10.00 per share[43]. - The Flybondi Business Combination Agreement was amended to extend the Agreement End Date from November 1, 2024, to March 31, 2025[39]. - Each issued and outstanding share of the company's Common Stock will be converted into one FB Parent ordinary share at the effective time of the Merger[44]. - The company must complete its initial Business Combination by November 5, 2025, or face termination and distribution of Trust Account amounts[36]. - Flybondi agreed to fund an Excise Tax liability of $900,000 into escrow by December 15, 2023, to cover the company's tax obligations[51]. - The Flybondi Registration Statement was filed with the SEC on January 23, 2025, in connection with the proposed Business Combination[45]. - The Flybondi Business Combination Agreement includes a Break Fee of $9,000,000 if terminated under specific conditions[61]. - The Flybondi Registration Statement must be effective and approved for listing on Nasdaq for the Business Combination to proceed[58]. - Flybondi must deliver certain documents, including an effective Air Operator Certificate, as part of the Business Combination Agreement[58]. - The company aims to complete a Business Combination with a technology-oriented business in Australia and/or New Zealand, focusing on sectors like artificial intelligence, cybersecurity, and data analytics[80]. - The company may structure the initial Business Combination to acquire less than 100% of the target business, provided it maintains a controlling interest[96]. - The company is not prohibited from pursuing a Business Combination with an affiliated entity, but will seek independent opinions to ensure fairness[91]. - The company may continue to seek a different target for the initial Business Combination if the first proposal is not approved[133]. Stockholder Actions and Redemptions - Stockholders holding 8,470,059 Public Shares redeemed shares for approximately $87,843,748 (about $10.37 per share) during the First Special Meeting[74]. - Following the Second Special Meeting, stockholders redeemed 1,831,599 Public Shares for approximately $19,763,618 (about $10.79 per share)[75]. - The Combination Period was extended from November 3, 2023, to November 5, 2024, after the Second Special Meeting[75]. - On November 3, 2023, 2,874,999 shares of Class A Common Stock were issued upon the conversion of Class B Common Stock, resulting in approximately 87.3% of Class A Common Stock held by the Sponsor[79]. - The company anticipates that any purchases of Public Shares may be to vote in favor of the Business Combination or to satisfy closing conditions[109]. - Public Stockholders will have the opportunity to redeem shares either through a stockholder meeting or a tender offer[116]. - The company expects to report any private purchases of Public Shares in compliance with Section 13 and Section 16 of the Exchange Act[112]. - The public "float" of Common Stock may be reduced if such purchases are made, potentially affecting trading on national securities exchanges[111]. - A Public Stockholder is restricted from seeking redemption rights for more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[125]. - If the aggregate cash consideration for redemptions exceeds available cash, the company will not complete the initial Business Combination[124]. Financial Performance and Reporting - The company has not commenced any operations and has generated no revenues to date, with all activities related to its formation and the Initial Public Offering[215]. - The company reported uncertain tax positions of $371,214 and $0 on the balance sheet for December 31, 2024, and 2023, respectively[204]. - The company incurred increased expenses due to being a public company, including legal, financial reporting, accounting, and auditing compliance costs[215]. - The company has identified material weaknesses in internal control over financial reporting as of December 31, 2024, which may adversely affect investor confidence[169]. - As of December 31, 2024, the company reported a net loss of $1,242,758, consisting of operating costs of $1,669,167 and a provision for income tax of $179,920, partially offset by interest income from the Trust Account of $606,329[216]. - For the year ended December 31, 2023, the company had a net income of $1,527,595, which included operating costs of $2,414,736, an unrealized gain on the change in the fair value of the FPAs of $1,696,965, and a provision for income tax of $497,003, offset by interest income from the Trust Account of $2,742,369[217]. - The company had $146,565 in its operating bank account and a working capital deficit of $4,372,904 as of December 31, 2024[219]. Extensions and Promissory Notes - The company issued the First Extension Promissory Note on May 8, 2023, for an aggregate principal amount of up to $630,000, with monthly deposits of $105,000 into the Trust Account until November 3, 2023[221]. - As of December 31, 2024, the company had $355,000 of borrowings under the First Extension Promissory Note[222]. - The Second Extension Promissory Note was issued on November 8, 2023, for an aggregate principal amount of up to $359,503, with monthly deposits of $29,959 into the Trust Account until November 5, 2024[223]. - The company had $359,503 and $59,917 of borrowings under the Second Extension Promissory Note as of December 31, 2024 and 2023, respectively[223]. - The Third Extension Promissory Note was issued on November 6, 2024, for an aggregate principal amount of up to $130,561, with monthly deposits of $10,880 into the Trust Account until November 5, 2025[224]. - As of December 31, 2024, the company had $21,760 of borrowings under the Third Extension Promissory Note[224]. - The company deposited an aggregate of $1,011,263 to fund the Trust Account under the Extension Promissory Notes through December 31, 2024[225]. - The 2023 Promissory Note was issued on July 10, 2023, for up to $1,500,000, with the option for the Sponsor to convert the unpaid principal into warrants at a price of $1.00 per warrant[227]. - As of December 31, 2024 and 2023, the company owed $1,500,000 and $910,083, respectively, under the 2023 Promissory Note[227]. - The 2024 Promissory Note was issued on September 12, 2024, for an aggregate principal amount of up to $3,000,000 to the Sponsor[228]. Competition and Market Risks - The company faces competition from other entities, including SPACs and private equity groups, which may limit its ability to acquire larger target businesses due to financial resource constraints[151]. - The company may not be able to complete its initial Business Combination within the prescribed time frame, which could impact its operations and profitability[162]. - Trust Account funds may not be protected against third-party claims or bankruptcy, potentially affecting the return of funds to Public Stockholders[162]. - The company may engage underwriters or affiliates for additional services post-IPO, which could create conflicts of interest in the Business Combination process[162]. - Due to high redemption rates, the company may need to rely on significant PIPE or other outside financing to provide cash for the post-Business Combination company[169]. - The company's securities were delisted from Nasdaq on November 11, 2024, due to failure to complete a Business Combination within the required 36 months[181]. - Following delisting, the company's securities are now quoted on the Pink Open Market of the OTC[182].

IPO and Financing - The company completed its Initial Public Offering (IPO) on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 Units at $10.00 per Unit[145]. - The Anchor Investors purchased approximately $60.8 million of Units in the Initial Public Offering at the public offering price[198]. - Crescent Park and Carnegie Park agreed to purchase up to 2,500,000 and 500,000 Forward Purchase Shares respectively at $10.00 per share, potentially generating gross proceeds of up to $30,000,000[200]. - The company issued a Third Extension Promissory Note for up to $130,561 to the Sponsor, with monthly deposits of $10,880 into the Trust Account until November 5, 2025[161]. - The company issued the First Extension Promissory Note for up to $630,000 to be deposited into the Trust Account, with $355,000 of borrowings reported as of September 30, 2024[180]. - The company issued the September 2024 Note for up to $3,000,000 to the Sponsor, with $77,377 of borrowings reported as of September 30, 2024[183]. Business Combination and Extensions - The company extended its Combination Period from November 3, 2023, to November 5, 2024, following the approval of the Second Extension Amendment Proposal, resulting in $19,763,618 being removed from the Trust Account for redeeming Public Stockholders[157]. - The Flybondi Business Combination Agreement was amended to extend the Agreement End Date from November 1, 2024, to March 31, 2025[169]. - The company has agreed to make monthly deposits of $29,959 into the Trust Account until November 5, 2024, to facilitate the completion of an initial Business Combination[159]. - The company has until November 5, 2025, to consummate a Business Combination, raising substantial doubt about its ability to continue as a going concern[188]. Financial Performance - As of September 30, 2024, the company reported a net loss of $268,093 for the three months ended, with operating costs of $397,659 and interest income of $173,785[174]. - For the nine months ended September 30, 2024, the company had a net loss of $922,545, consisting of operating costs of $1,306,230 and interest income of $515,047[174]. - The company had a working capital deficit of $3,929,352 as of September 30, 2024, including $900,000 in cash received for excise taxes[178]. - The company incurred total administrative fees of $60,000 for the three months ended September 30, 2024[191]. Tax and Regulatory Matters - The company filed an excise tax return and paid $1,076,073 on October 23, 2024, related to the Flybondi Business Combination Agreement[151]. - The company recognized a reserve for uncertain tax positions of $371,214 on the balance sheet as of September 30, 2024[171]. - The company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities based on expected future tax benefits[202]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[203]. Market and Trading Status - The company received a delisting notice from Nasdaq due to failure to complete its initial business combination by November 2, 2024, leading to trading on the OTC market starting November 11, 2024[152]. - Following the Third Special Meeting, approximately $9.5 million was removed from the Trust Account to pay redeeming Public Stockholders, leaving 362,670 Public Shares outstanding[160]. - The company holds approximately 69.4% of the issued and outstanding Class A Common Stock following the conversion of Founder Shares[164]. - Anchor Investors do not have additional rights compared to other Public Stockholders and have no control over the Sponsor[199]. Forward Purchase Agreements - The Forward Purchase Agreements were mutually terminated on December 8, 2023, and December 12, 2023[201].

Financial Performance - As of June 30, 2024, the company had not commenced any operations and reported a net loss of $394,417 for the three months ended June 30, 2024, primarily due to operating costs of $523,160[138] - The company incurred a net loss of $654,452 for the six months ended June 30, 2024, with operating costs of $908,571 and interest income of $341,262 from the Trust Account[138] - The total administrative fees for the six months ended June 30, 2024, amounted to $120,000, with $80,000 due to the Sponsor[152] Trust Account and Financial Position - The company has deposited an aggregate of $869,668 into the Trust Account as of June 30, 2024, with $89,876 and $179,752 deposited for the three and six months ended June 30, 2024, respectively[132] - Following the First Special Meeting, stockholders redeemed 8,470,059 Public Shares, resulting in $87,843,748 (approximately $10.37 per share) being removed from the Trust Account[127] - The Combination Period was extended from November 3, 2023, to November 5, 2024, after the Second Special Meeting, with stockholders redeeming 1,831,599 Public Shares for $19,763,618 (approximately $10.79 per share)[129] - As of June 30, 2024, the company had $73,267 in its operating bank account and a working capital deficit of $3,397,790, which includes $900,000 in cash for excise taxes[141] Business Combination and Extensions - The Flybondi Business Combination Agreement was entered into on October 19, 2023, involving the acquisition of Flybondi shares and a merger with Merger Sub[134] - The company has until November 5, 2024, to complete a Business Combination, or it will face mandatory liquidation[149] - The company may seek further extensions of the Combination Period, which would require stockholder approval and could adversely affect the Trust Account balance[132] Debt and Financing - The company issued a Second Extension Promissory Note for up to $359,503 to the Sponsor, with monthly deposits of $29,958.55 into the Trust Account until November 5, 2024[131] - The First Extension Promissory Note issued to the Sponsor amounts to $630,000, with $355,000 borrowed as of June 30, 2024[142] - The Second Extension Promissory Note issued to the Sponsor totals $359,503, with $239,665 borrowed as of June 30, 2024[144] - The WCL Promissory Note issued to the Sponsor is for up to $1,500,000, with $1,390,335 owed as of June 30, 2024[146] IPO and Investor Information - The company completed its Initial Public Offering (IPO) on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 Units at $10.00 per Unit[121] - The Anchor Investors purchased approximately $60.8 million of Units in the Initial Public Offering, with no obligation to retain their Units[159] - The company raised $4,950,000 through the issuance of Private Placement Warrants after the Initial Public Offering[141] Regulatory and Compliance Costs - The company has incurred increased expenses due to being a public company, including legal and compliance costs, but has not generated any operating revenues to date[137] - The deferred underwriting commission liability was reduced to $0, resulting in a $6,050,000 increase in income available to Class B Common Stock[157] - The company has no long-term debt obligations or capital lease obligations[151]

Financial Performance - As of March 31, 2024, the company reported a net loss of $260,035, consisting of operating costs of $385,411 and a provision for income tax of $44,075, partially offset by interest income from the Trust Account of $169,451 [154]. - For the three months ended March 31, 2023, the company had a net income of $451,060, which included interest income from the Trust Account of $799,894 and an unrealized gain on the Trust Account of $451,512, offset by operating costs of $328,220 [155]. - The company incurred increased expenses due to being a public company, including legal, financial reporting, accounting, and auditing compliance costs [153]. - The total administrative fee for the three months ended March 31, 2024, was $60,000, with $80,000 reported as due to the Sponsor for administrative fees [167]. Working Capital and Debt - The company had a working capital deficit of $3,793,536 as of March 31, 2024 [157]. - As of March 31, 2024, the company had borrowings of $149,791 under the Second Extension Promissory Note, up from $59,917 as of December 31, 2023 [160]. - The company owes $1,195,209 under the Working Capital Loans (WCL Promissory Note) as of March 31, 2024, an increase from $910,083 as of December 31, 2023 [163]. - The company has no long-term debt obligations or capital lease obligations [166]. Trust Account and Extensions - An aggregate of $59,918 has been deposited into the Trust Account from borrowings under the Second Extension Promissory Note since March 31, 2024 [141]. - The company has paid a total of $779,793 into the Trust Account for the First and Second Extensions as of March 31, 2024, compared to $689,917 as of December 31, 2023 [161]. - The company extended its Combination Period from November 3, 2023, to November 5, 2024, following the approval of the Second Extension Amendment Proposal, resulting in $19,763,618 (approximately $10.79 per share) being removed from the Trust Account for redeeming Public Stockholders [148]. - The company issued the Second Extension Promissory Note in the aggregate principal amount of up to $359,503 to the Sponsor, with monthly deposits of $29,958.55 into the Trust Account until November 5, 2024 [149]. Business Combination and Operations - The company entered into the Flybondi Business Combination Agreement on October 19, 2023, which involves the acquisition of Flybondi shares and a merger with Merger Sub [143]. - The company has until November 5, 2024, to consummate a Business Combination, after which mandatory liquidation will occur if not completed [165]. - The company has not commenced any operations and has generated no revenues to date, with all activities related to its formation and the Initial Public Offering [153]. Initial Public Offering and Investments - The company completed its Initial Public Offering on November 5, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at a price of $10.00 per Unit [136]. - The Anchor Investors purchased approximately $60.8 million of Units in the Initial Public Offering, with no obligation to retain their Units prior to the initial Business Combination [173]. - The Forward Purchase Agreements (FPAs) with Crescent Park and Carnegie Park were mutually terminated, which included the potential purchase of up to $30,000,000 in Forward Purchase Shares [176]. Other Financial Adjustments - The company recorded a reduction of $6,050,000 in accumulated deficit due to the waiver of the deferred underwriting commission by underwriters [171]. - The company does not expect to seek loans from parties other than the Sponsor or its affiliates prior to the completion of the initial Business Combination [162].

IPO and Trust Account - The company completed its Initial Public Offering on November 5, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[30]. - A total of $116,725,000, including $113,000,000 from the IPO and part of the Private Placement proceeds, was placed in the Trust Account[32]. - The company has approximately $12,956,224 in the Trust Account as of December 31, 2023, available for a Business Combination[86]. - As of December 31, 2023, the amount in the Trust Account available for redemption was approximately $10.81 per Public Share[101]. - The Trust Account is expected to return approximately $10.81 per Public Share upon liquidation if the initial Business Combination is not completed, before taxes and potential dissolution expenses of up to $100,000[166]. Business Combination Agreement - The company entered into a Business Combination Agreement with Flybondi on October 19, 2023, which includes a Share Exchange valued at up to $300,000,000[34][39]. - Each Flybondi Share will be exchanged for FB Parent ordinary shares valued at $10.00 per share, contingent on participation from all holders of Flybondi Shares[39]. - The company must complete its initial Business Combination by November 5, 2024, or face termination and distribution of Trust Account amounts[33]. - The Flybondi Business Combination Agreement includes customary representations and warranties, and covenants to operate businesses in the ordinary course[42]. - The proposed Business Combination is subject to stockholder approval and regulatory approvals, including antitrust laws[49]. Management and Strategy - The management team has extensive experience in identifying and creating shareholder value in technology-oriented companies in Australia and New Zealand[27]. - The company aims to identify a Business Combination with a scalable technology company in Australia and/or New Zealand, focusing on sectors like artificial intelligence, cybersecurity, and software-as-a-service[68]. - The management team leverages a broad network and industry knowledge to access a wide spectrum of acquisition opportunities, enhancing the potential for successful Business Combinations[69]. - The company has identified criteria for evaluating target businesses, including competitive advantages and a capable management team[77]. Financial Position and Operations - The net income for the year ended December 31, 2023, was $1,527,595, with operating costs of $2,414,736 and interest income from the Trust Account of $2,742,369[210]. - As of December 31, 2023, the company had a working capital deficit of $3,274,174 and $75,891 in its operating bank account[213]. - The company has not commenced any operations and has not generated any revenues to date[209]. - There is substantial doubt about the company's ability to continue as a going concern if a Business Combination is not consummated by November 5, 2024[222]. Stockholder and Redemption Rights - Public Stockholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[115]. - Redemption rights will be provided to Public Stockholders upon completion of the initial Business Combination, allowing them to redeem shares for cash[101]. - Public Stockholders who elect to redeem their shares must submit a written request two business days prior to the vote on the initial Business Combination[120]. - The company will redeem Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares if the initial Business Combination is not completed[123]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, including not being required to comply with auditor attestation requirements[144]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2023, which may adversely affect investor confidence and operating results[151]. - The company may face competition from other entities, including special purpose acquisition companies and private equity groups, which may have greater financial and technical resources[137]. - The SEC's adoption of the 2024 SPAC Rules may increase the costs and time needed to negotiate and complete an initial Business Combination[158]. Extensions and Amendments - The Combination Period has been extended from November 3, 2023, to November 5, 2024, following the approval of the Second Extension Amendment Proposal, with $19,763,618 removed from the Trust Account for redeeming stockholders[65]. - The company has received stockholder approval for the First Extension Amendment Proposal, which allowed for the extension of the initial Business Combination deadline, with $87,843,748 removed from the Trust Account for redemptions[64]. - The company is exploring further extensions of the Combination Period, which may require stockholder approval and could impact the Trust Account balance[66]. Challenges and Risks - The company may face significant challenges in completing an initial Business Combination due to increased competition and regulatory reviews, which could lead to higher costs and risks[20]. - Recent increases in inflation and interest rates could complicate the company's ability to consummate an initial Business Combination[20]. - Cybersecurity threats pose a risk to the company, as it relies on third-party digital technologies and lacks significant investments in data security protection[171]. - If deemed an investment company under the Investment Company Act, the company may face burdensome compliance requirements that could hinder its ability to complete an initial Business Combination[159].

Financial Performance - As of September 30, 2023, the company reported a net income of $688,152 for the three months ended, driven by trust interest income of $412,108 and an unrealized gain on the change in the fair value of the FPA liability of $818,251[188]. - For the nine months ended September 30, 2023, the company achieved a net income of $593,361, with trust interest income amounting to $2,329,140[189]. - The company has recorded total administrative fees of $60,000 and $180,000 for the three and nine months ended September 30, 2023, respectively[202]. Initial Public Offering (IPO) Details - The company had total offering costs of $10,757,787 during its Initial Public Offering, with $10,247,056 charged to temporary equity[166]. - The underwriters waived the right to receive a deferred underwriting commission of $6,050,000, which was recorded to accumulated deficit[207]. - 11,500,000 shares of Common Stock sold in the IPO have a redemption feature, classified outside of permanent equity due to SEC guidance[217]. Shareholder Activity - On May 3, 2023, stockholders redeemed 8,470,059 Public Shares for a total of $87,843,748, approximately $10.37 per share[170]. - Holders of 8,470,059 shares of Class A Common Stock redeemed their shares for an aggregate amount of $87,843,748, resulting in a 1% Excise Tax liability of $878,437 recorded on the balance sheet[199]. Compliance and Regulatory Matters - The company received a First Nasdaq Notice on June 28, 2023, indicating that its Market Value of Listed Securities (MVLS) was below the required $50 million for continued listing[172]. - On October 24, 2023, the company received a Second Nasdaq Notice for not maintaining at least 400 total holders, with a compliance deadline of December 8, 2023[179]. Business Combination and Future Plans - The company entered into a Business Combination Agreement with Flybondi on October 19, 2023, which involves merging with Merger Sub and becoming a wholly-owned subsidiary of FB Parent[176]. - The company has agreed to make monthly deposits of $105,000 into the Trust Account until November 3, 2023, to facilitate the completion of an initial Business Combination[171]. - The company has a mandatory liquidation date of November 5, 2024, if a Business Combination is not consummated by that date[196]. Financial Position and Capital Structure - As of September 30, 2023, the company had $41,740 in its operating bank account and a working capital deficit of $2,208,523[193]. - The company borrowed $355,000 under the First Extension Promissory Note and $165,000 under the WCL Promissory Note as of September 30, 2023[195][196]. - The company has no long-term debt obligations or capital lease obligations[201]. - The company has a working capital strategy that includes the issuance of Private Placement Warrants, generating gross proceeds of $4,950,000[194]. Stock and Warrants - The carrying value of redeemable Common Stock is adjusted to equal the redemption value at the end of each reporting period[218]. - Net loss per share of Common Stock is the same as basic loss per share, with no dilutive securities affecting the calculation for the periods presented[219]. - 10,700,000 warrants issued in connection with the IPO are classified as equity and measured at fair value[220]. Accounting and Reporting - Management does not anticipate any material effect from recently issued accounting pronouncements on the financial statements[221]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures[222]. Tax Implications - The Inflation Reduction Act imposes a 1% Excise Tax on stock repurchases, which may affect the company's cash available for Business Combinations[197][198]. - The purchase price for each Forward Purchase Agreement (FPA) Share is $10.00, with a potential discounted price of $9.20 or an 8% discount to the PIPE price[219]. - Management assumes a PIPE would be priced below $9.20 per share only 5% of the time, with an expected price of $9.00 when below $9.20[219].

Financial Performance - As of June 30, 2023, the company reported a net loss of $545,851 for the three months ended, with operating costs of $544,039 and trust interest income of $1,117,138[139] - As of June 30, 2023, the company had incurred a net loss of $94,791 for the six months ended, with total operating costs of $872,259[140] - The net loss per common share is calculated by dividing net loss by the weighted average number of common stock outstanding, with no dilutive securities affecting the calculation[164] Capital Structure - The company completed its IPO on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[124] - Following the IPO, the company sold 4,950,000 private placement warrants, generating gross proceeds of $4,950,000[125] - Anchor Investors purchased approximately $60.8 million of units in the IPO, with no obligation to retain or vote their shares in favor of the initial Business Combination[152] - Crescent Park and Carnegie Park agreed to purchase up to 2,500,000 and 500,000 shares of Class A common stock, respectively, at $10.00 per share, potentially generating gross proceeds of up to $30,000,000[154] - The forward purchase price may be reduced to $9.20 per share under certain conditions, impacting the total proceeds from the forward purchase shares[155] - The Company accounts for 3,000,000 forward purchase shares as a liability, subject to re-measurement at fair value[160] - All 11,500,000 common stock sold in the IPO contain a redemption feature, classified outside of permanent equity due to SEC guidance[161] Operational Status - The company has not commenced any operations and has generated no revenues to date, relying on interest income from trust account funds[138] - The company has until November 3, 2023, to consummate a Business Combination, after which it will face mandatory liquidation if unsuccessful[134] - The company extended the deadline to complete its initial Business Combination from May 5, 2023, to November 3, 2023, with stockholders redeeming 8,470,059 public shares for approximately $87.84 million[128] Financial Obligations - The company had a working capital deficit of $1,060,781 and $241,807 in its operating bank account as of June 30, 2023[131] - The company has a balance of $315,000 outstanding under a promissory note with the Sponsor as of June 30, 2023[132] - Total administrative fees for the three and six months ended June 30, 2023, were $60,000 and $120,000, respectively[145] - Holders of 8,470,059 shares of Class A Common Stock redeemed their shares for an aggregate amount of $87,843,748, resulting in a 1% excise tax liability of $878,437 recorded[150] Consulting and Fees - The Company engaged J.V.B. Financial Group for consulting services related to the IPO, with a transaction fee of 10.0% of the aggregate underwriting discount and commissions[147] - The Company paid J.V.B. $85,000 in cash, with an additional $605,000 due upon completion of the initial Business Combination[148] - Underwriters are entitled to deferred commissions of $0.50 on the first 10,000,000 Units sold and $0.70 per unit thereafter, totaling $6,050,000[149] Internal Controls - No changes in internal control over financial reporting during the fiscal quarter ended June 30, 2023, that materially affected internal controls[173]

Financial Position - As of March 31, 2023, the company had approximately $0.4 million in its operating bank account and working capital of approximately $0.5 million[117]. - The company has no long-term debt obligations or capital lease obligations as of March 31, 2023[125]. - The company has raised approximately $60.8 million from Anchor Investors in the IPO, with no assurance that these investors will retain their units[131]. Income and Loss - The company generated net income of $451,060 for the three months ended March 31, 2023, consisting of trust interest income of $799,894 and unrealized gain on the trust account of $451,512, offset by operating costs of $328,220[123]. - The company reported a net loss of $1,277,484 for the three months ended March 31, 2022, primarily due to operating costs of $286,206 and an unrealized loss on the change in the fair value of the FPA liability of $1,005,557[124]. IPO and Business Combination - The company completed its initial public offering (IPO) on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 units at a price of $10.00 per unit[113]. - The company has until November 3, 2023, to consummate a Business Combination, after which it will face mandatory liquidation if unsuccessful[118]. - The company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[122]. Expenses and Fees - The company incurred total administrative fees of $60,000 for the three months ended March 31, 2023, compared to $40,000 for the same period in 2022[126]. Stock and Share Transactions - Crescent Park and Carnegie Park have agreed to purchase up to 2,500,000 and 500,000 shares of Class A common stock, respectively, at a price of $10.00 per share, potentially generating gross proceeds of up to $30,000,000[133]. - The purchase price for forward purchase shares may be reduced to $9.20 per share if certain conditions are met, including the sale of more than 50% of public units purchased in the IPO[134]. - Management assumes that a PIPE would be priced below $9.20 per share only 5% of the time, with an expected price of $9.00 per share when priced below $9.20[136]. - The company has issued 3,000,000 forward purchase shares, which are classified as liabilities and subject to re-measurement at each balance sheet date[139]. - All 11,500,000 common stock sold in the IPO contain a redemption feature, requiring classification outside of permanent equity due to SEC guidance[140]. - The company recognizes changes in redemption value immediately, adjusting the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period[141]. Internal Controls and Procedures - The company has identified material weaknesses in its disclosure controls and procedures, particularly related to fair value calculations and unrecorded liabilities[149]. - Management plans to enhance internal controls and procedures, including consulting with third-party professionals regarding complex accounting applications[150]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, acknowledging inherent limitations[151]. - There were no changes in internal control over financial reporting that materially affected the company's internal control during the fiscal quarter ended March 31, 2023[152]. Tax Implications - The company is subject to a new 1% excise tax on stock repurchases as per the Inflation Reduction Act of 2022, which may affect its cash available for Business Combination[120].

IPO and Financial Proceeds - The company completed its initial public offering on November 5, 2021, selling 11,500,000 units at $10.00 per unit, generating gross proceeds of $115,000,000[26]. - A total of $116,725,000 was placed in the trust account, comprised of $113,000,000 from the IPO and proceeds from the private placement warrants[28]. - The company has approximately $112 million in trust funds available for a business combination after paying $6.05 million in deferred underwriting fees[66]. - The company anticipates gross proceeds of up to $30 million if all forward purchase shares are purchased at $10.00 per share, or up to $27.6 million if purchased at $9.20 per share[66]. - The private placement of 4,950,000 warrants generated gross proceeds of $4,950,000, which have satisfied the company's liquidity needs post-IPO[156]. - The total offering costs incurred during the IPO amounted to $10,757,787, with $10,247,056 charged to temporary equity[185]. Business Combination and Deadlines - The company must complete its initial business combination by May 5, 2023, or face termination and liquidation of the trust account[29]. - The company filed a preliminary proxy statement on March 24, 2023, to extend the business combination deadline to November 3, 2023[30]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[58]. - The company has until May 5, 2023, to consummate a business combination, after which mandatory liquidation and dissolution will occur if not completed[161]. - If the initial business combination is not completed, the redemption price per share is expected to be approximately $10.23, based on the trust account balance[108]. - The completion of the initial business combination is contingent upon obtaining stockholder approval, requiring a majority vote[86]. Financial Performance and Risks - As of December 31, 2022, the company had a net loss of $1,442,314, which included a loss from operations of $1,120,668 and interest income of $1,271,533[167]. - The company has not commenced any operations and has generated no operating revenues since its inception on February 16, 2021[166]. - There is substantial doubt about the company's ability to continue as a "going concern" due to the potential mandatory liquidation[161]. - Recent increases in inflation and interest rates may complicate the company's ability to complete an initial business combination[137]. - The funds in the trust account are subject to claims from creditors, which could affect the amount available to public stockholders upon liquidation[157]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2022, which could adversely affect investor confidence[160]. Management and Experience - The Chief Executive Officer has over 30 years of international experience, leading transactions with an aggregate value exceeding $30 billion[212]. - The Chief Financial Officer has over 20 years of experience in financial advisory and restructuring, previously serving as a partner at KordaMentha[215]. - Stuart Hutton served as CFO at Orora, playing a key role in the sale of Orora's Australasian Fibre business for AU$1.7 billion[217]. - Niraj Javeri has extensive experience in private equity and investment banking, having worked with KKR and Goldman Sachs[219]. - Lynne Thornton co-founded Groundfloor, a PropTech business, and has 15 years of experience in funds management[220]. Internal Controls and Compliance - Management identified material weaknesses in internal controls over financial reporting, particularly in fair value calculations and unrecorded liabilities[198]. - Remediation steps have been implemented to improve internal controls, including enhanced review processes and consultation with third-party professionals[204]. - The company does not expect its disclosure controls and procedures to prevent all errors or instances of fraud, acknowledging inherent limitations[201]. - Management assessed the effectiveness of internal controls as of December 31, 2022, and determined they were not effective[203]. - The company plans to enhance internal controls and procedures over time, with no assurance that these initiatives will fully address the identified weaknesses[200]. Redemption and Stockholder Rights - Public stockholders must submit a written request for redemption two business days prior to the vote on the initial business combination[99]. - A public stockholder may not seek redemption rights for more than 15% of the shares sold in the initial public offering without prior consent, aimed at preventing stockholder manipulation[94]. - The company will provide public stockholders with the opportunity to redeem shares either through a stockholder meeting or a tender offer, depending on various factors[84]. - If the company conducts redemptions under tender offer rules, the offer will remain open for at least 20 business days[89]. - The company has entered into agreements with initial stockholders to waive their redemption rights concerning founder shares and public shares[81]. Market and Competitive Landscape - The company targets technology-oriented businesses in Australia and New Zealand, focusing on sectors like artificial intelligence, cybersecurity, and quantum computing[41]. - The management team has extensive experience and relationships in Australia and New Zealand, providing a competitive advantage in identifying investment opportunities[42]. - The company faces competition from other entities, including special purpose acquisition companies and private equity groups, which may limit its ability to acquire larger target businesses[123]. - Australia has a nominal GDP of $1.72 trillion in 2022, growing at an average annual compound growth rate of 3.8% through 2027[31]. - New Zealand's GDP was $242.7 billion in 2022, with a projected growth rate of 4.8% per annum through 2027[31].