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].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Securities registered pursuant to Section 12(b) of the Act: Commission File No. 001-41006 INTEGRAL ACQUISITION CORPORATION 1 (Exact name ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41006 INTEGRAL ACQUISITION CORPORATION 1 (Exact name of registrant as specified in its charter) Delaware 86-2148394 ( ...

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company, a blank check entity, reported a net loss of $1.28 million for the three months ended March 31, 2022, driven by operating costs and an unrealized loss on its Forward Purchase Agreement liability, with assets primarily held in a trust account [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheet Data (as of March 31, 2022) | Category | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $950,360 | $1,309,165 | | Investments held in trust account | $116,747,688 | $116,733,409 | | **Total Assets** | **$118,116,758** | **$118,482,043** | | **Liabilities & Stockholders' Deficit** | | | | Total liabilities | $8,175,786 | $7,263,587 | | Class A common stock subject to possible redemption | $116,725,000 | $116,725,000 | | Total stockholders' deficit | $(6,784,028) | $(5,506,544) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Condensed Statement of Operations (Unaudited) | Metric | Three Months ended March 31, 2022 | Period from Feb 16, 2021 (inception) to Mar 31, 2021 | | :--- | :--- | :--- | | Formation and operating costs | $286,206 | $18,048 | | Unrealized loss on change in fair value of Forward Purchase Agreement liability | $(1,005,557) | — | | Interest income | $14,279 | — | | **Net loss** | **$(1,277,484)** | **$(18,048)** | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Condensed Statement of Cash Flows (Unaudited) | Metric | Three Months ended March 31, 2022 | Period from Feb 16, 2021 (inception) to Mar 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(358,805) | — | | Net cash provided by financing activities | — | $25,000 | | **Net change in cash** | **$(358,805)** | **$25,000** | | Cash, end of the period | $950,360 | $25,000 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) - The company is a blank check company formed to effect a business combination and has not yet selected a target, with **18 months from its IPO (until May 5, 2023)** to complete a business combination[22](index=22&type=chunk)[34](index=34&type=chunk) - On November 5, 2021, the company completed its IPO of **11.5 million units at $10.00 per unit**, generating **$115 million** in gross proceeds, with **$116.725 million** placed in a trust account[25](index=25&type=chunk)[28](index=28&type=chunk) - Management has determined that mandatory liquidation if a business combination is not consummated raises substantial doubt about the company's ability to continue as a going concern[41](index=41&type=chunk) - The Forward Purchase Agreement (FPA) liability is re-measured at fair value each period, with its fair value at **March 31, 2022, being $2,013,491**, an increase of **$1,005,557** from December 31, 2021[60](index=60&type=chunk)[113](index=113&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company with no operations, the company incurred a net loss of $1.28 million for the three months ended March 31, 2022, primarily from operating costs and an unrealized loss on its Forward Purchase Agreement liability, while facing a going concern risk due to its business combination deadline - The company is a newly organized blank check company formed to effect a business combination[117](index=117&type=chunk) Results of Operations | Period | Net Loss | Key Components | | :--- | :--- | :--- | | Q1 2022 | $1,277,484 | Operating costs ($286,206), Unrealized loss on FPA liability ($1,005,557), offset by interest income ($14,279) | | Inception to Mar 31, 2021 | $18,048 | Formation and operating costs | - As of **March 31, 2022**, the company held approximately **$1.0 million** in its operating bank account and **$1.1 million** in working capital[123](index=123&type=chunk) - Substantial doubt about the company's ability to continue as a going concern exists due to the mandatory liquidation requirement if a business combination is not consummated by **May 5, 2023**[125](index=125&type=chunk) - The company has a contractual obligation to pay its Sponsor **$20,000 per month** for administrative support and a deferred underwriting commission of **$6,050,000** payable upon completion of an Initial Business Combination[131](index=131&type=chunk)[136](index=136&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company has limited market risk exposure, as IPO proceeds in the Trust Account are invested in short-term U.S. government treasury bills or money market funds, mitigating interest rate risk - The company's efforts are limited to organizational activities and searching for a business combination target, with no revenue generation or hedging activities[154](index=154&type=chunk) - Funds held in the Trust Account are invested in short-term U.S. government treasury obligations, resulting in no material exposure to interest rate risk[155](index=155&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2022, due to a material weakness in fair value calculations and unrecorded liabilities, with remediation efforts planned - Management concluded that disclosure controls and procedures were not effective as of **March 31, 2022**[158](index=158&type=chunk) - The ineffectiveness stemmed from an identified material weakness related to errors in fair value calculation of certain financial instruments and unrecorded liabilities[158](index=158&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter[159](index=159&type=chunk) [Part II. Other Information](index=28&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - No legal proceedings to report[162](index=162&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from identified material weaknesses in internal controls related to fair value calculations and unrecorded liabilities, potentially impacting financial reporting accuracy and investor confidence - The company has identified material weaknesses in its internal control over financial reporting related to errors in fair value calculation and unrecorded liabilities[163](index=163&type=chunk) - These weaknesses could adversely affect the ability to report financial conditions accurately and timely, potentially harming investor confidence and the business[163](index=163&type=chunk)[165](index=165&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds for the period - No unregistered sales of equity securities or use of proceeds to report[167](index=167&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - No defaults upon senior securities to report[168](index=168&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company[169](index=169&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reports no other information - No other information to report[170](index=170&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including officer certifications required by the Sarbanes-Oxley Act and Inline XBRL data files - Exhibits filed with the report include officer certifications (31.1, 31.2, 32.1, 32.2) and various Inline XBRL documents (101 series)[172](index=172&type=chunk) [Signatures](index=29&type=section&id=Part%20III.%20Signatures)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41006 INTEGRAL ACQUISITION CORPORATION 1 (Exact name of registrant as specified in its charter) Delaware 86-2148394 ( ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41006 INTEGRAL ACQUISITION CORPORATION 1 (Exact name of registrant as specified in its charter) Delaware 86-2148 ...