UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission File Number: 001-41006 INTEGRAL ACQUISITION CORPORATION 1 (Exact name of registrant as specified in its charter) Delaware 86-2148394 (State or other jurisdiction of incorporation or organization) (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, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCH ...

IPO and Fundraising - 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 Anchor Investors purchased approximately $60.8 million of Units in the Initial Public Offering, with no obligation to vote in favor of the initial Business Combination[215]. Business Combination - 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 held a special meeting on March 28, 2025, where stockholders approved the Business Combination Agreement and related proposals[187][189]. - The Flybondi Business Combination includes a merger where the company will continue as a wholly-owned subsidiary of FB Parent, with all outstanding securities converted into FB Parent securities[186]. - 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]. 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 reported operating costs of $588,285 and a provision for income tax of $11,342 for the three months ended March 31, 2025[197]. - As of March 31, 2025, the company had $81,141 in its operating bank account and a working capital deficit of $8,933,445[199]. - Total administrative fees for the three months ended March 31, 2025, were $60,000, with $120,000 reported as due to the Sponsor[212]. Trust Account and Extensions - An aggregate of $21,760 has been deposited into the Trust Account to extend the Combination Period to June 5, 2025[180]. - 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 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 has deposited an aggregate of $1,043,903 to fund the Trust Account under the Extension Promissory Notes through March 31, 2025[205]. Going Concern - The company faces substantial doubt about its ability to continue as a going concern if it cannot complete a Business Combination by November 5, 2025[210]. Securities and Listings - 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]. - The company has no long-term debt obligations or capital lease obligations[211].

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 company has approximately $4,078,045 in the Trust Account as of December 31, 2024, available for a Business Combination[98]. - The Trust Account was reduced by approximately $9.5 million (about $11.41 per share) after 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 initial Business Combination is not completed, the redemption amount for Public Stockholders is expected to be approximately $11.24 per share, before taxes and potential dissolution expenses[139]. - The company has instructed the trustee to liquidate investments in the Trust Account and hold funds in an interest-bearing demand deposit account, potentially reducing the amount available for Public Stockholders upon redemption[166]. Business Combination Agreements - The Flybondi Business Combination Agreement was entered into 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 company must complete its initial Business Combination by November 5, 2025, or face termination and distribution of Trust Account amounts[36]. - The Flybondi Business Combination Agreement was amended to extend the Agreement End Date from November 1, 2024, to March 31, 2025[39]. - The proposed Flybondi Business Combination requires stockholder approval and satisfaction of regulatory conditions[54]. - The Flybondi Business Combination Agreement includes a Break Fee of $9,000,000 if terminated under specific conditions[61]. - Flybondi must deliver certain certificates and documents as required by the Business Combination Agreement[58]. 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]. - Public Stockholders are restricted from seeking redemption rights for more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[125]. - Public Stockholders must comply with specific procedures to exercise redemption rights, including submitting a written request two business days prior to the vote[131]. - The company anticipates that funds for redeeming Public Shares will be distributed promptly after the completion of the initial Business Combination[131]. - 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]. Financial Performance and Obligations - 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 an unrealized gain on the change in the fair value of the FPAs of $1,696,965 and interest income from the Trust Account of $2,742,369[217]. - The company had a working capital deficit of $4,372,904 as of December 31, 2024, with $146,565 in its operating bank account[219]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2024, which may adversely affect investor confidence[169]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination[186]. Extensions and Financing - The company may seek further extensions of the Combination Period, requiring stockholder approval and potential redemptions[78]. - 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[205]. - An aggregate of $21,760 has been deposited into the Trust Account to extend the Combination Period to March 5, 2025 under the Third Extension Promissory Note[202]. - 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]. - The company issued the Second Extension Promissory Note 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 issued the Third Extension Promissory Note 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]. - The total amount deposited into the Trust Account under the Extension Promissory Notes reached $1,011,263 by December 31, 2024[225]. Company Operations and Management - 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 is classified as a blank check company, limiting its operations to searching for target businesses to acquire, which may result in claims primarily from vendors and prospective target businesses[147]. - The company has two executive officers, Enrique Klix and Oliver Matlock, who are not obligated to devote specific hours to the company's affairs until the initial Business Combination is completed[152]. - The company is required to file periodic reports with the SEC, including annual and quarterly reports, which will contain audited financial statements[153]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[158]. - The company may remain an emerging growth company until the earlier of five years post-IPO or achieving total annual gross revenue of at least $1.235 billion[160]. Risks and Challenges - The company faces competition from other SPACs, private equity groups, and public companies in identifying and acquiring target businesses, which may limit its ability to acquire larger targets[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]. - The company may attempt to complete multiple Business Combinations simultaneously if the initial Business Combination is not consummated, increasing costs and risks[164]. - The company may face challenges in completing an initial Business Combination due to adverse developments in the financial services industry and economic uncertainty[167]. - Cybersecurity risks remain a concern, as the company lacks significant investments in data security protection[174].

IPO and Initial 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[187]. - The Anchor Investors purchased approximately $60.8 million of Units in the Initial Public Offering, with no obligation to vote in favor of the initial Business Combination[242]. Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $268,093, with operating costs of $397,659 and a provision for income tax of $44,219, partially offset by interest income of $173,785 from the Trust Account[216]. - 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 a provision for income tax of $131,362, partially offset by interest income of $515,047 from the Trust Account[222]. - The company incurred total administrative fees of $60,000 and $180,000 for the three and nine months ended September 30, 2024, respectively[235]. Trust Account and Cash Position - As of September 30, 2024, the company had deposited a total of $959,544 into the Trust Account, with $89,875 and $269,627 deposited for the three and nine months ended September 30, 2024, respectively[204]. - As of September 30, 2024, the company had $927,414 in its operating bank account, including $900,000 in a segregated account for the payment of Excise Taxes, and a working capital deficit of $3,929,352[225]. - 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, to facilitate the completion of an initial Business Combination[203]. 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 (approximately $10.79 per share) being removed from the Trust Account for redeeming Public Stockholders[199]. - The Flybondi Business Combination Agreement was entered into on October 19, 2023, with subsequent amendments extending the Agreement End Date to March 31, 2025[211]. - The company has until November 5, 2025, to consummate a Business Combination, after which mandatory liquidation and dissolution will occur if not completed[232]. Stockholder Actions and Delisting - The company redeemed approximately $9.5 million (approximately $11.41 per share) for 835,672 Public Shares during the approval of the Third Extension Amendment Proposal[202]. - The company received a delisting notice from Nasdaq on November 4, 2024, due to failure to complete its initial Business Combination within the required 36 months[194]. - Trading of the company's securities commenced on the OTC market on November 11, 2024, following the delisting from Nasdaq[195]. - The company has a total of 362,670 Public Shares outstanding after the Third Special Meeting Redemptions[202]. 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[193]. - The company reported $371,214 as a reserve for uncertain tax positions on the balance sheet as of September 30, 2024[214]. - The company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities based on expected future tax benefits from tax loss and credit carry forwards[246]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[247]. Debt and Financial Obligations - The company issued the September 2024 Note for up to $3,000,000 to the Sponsor, which is due upon the consummation of the initial Business Combination or liquidation[228]. - The company has $1,500,000 owed under the June 2023 Note as of September 30, 2024, which is convertible into warrants at a price of $1.00 per warrant[230]. - The company recognized a reduction of $6,050,000 in accumulated deficit due to the waiver of the deferred underwriting commission by the underwriters[239]. Termination Agreements - On December 8, 2023, and December 12, 2023, the company entered into FPA Termination Agreements to mutually terminate and cancel the FPAs[245].

Financial Performance - As of June 30, 2024, the company reported a net loss of $394,417 for the three months ended June 30, 2024, with operating costs of $523,160 and interest income from the Trust Account of $171,811[155] - For the six months ended June 30, 2024, the company had a net loss of $654,452, consisting of operating costs of $908,571 and interest income from the Trust Account of $341,262[155] - The company incurred increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses[154] Working Capital and Liquidity - The company had a working capital deficit of $3,397,790 as of June 30, 2024, which includes $900,000 in cash received for the payment of excise taxes[159] - 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[160] - As of June 30, 2024, the company had $355,000 of borrowings under the First Extension Promissory Note, which is due upon the consummation of a Business Combination or liquidation[161] - The company issued a WCL Promissory Note for up to $1,500,000, with outstanding amounts of $1,390,335 as of June 30, 2024[165] - The company has $900,000 of cash released for the payment of Excise Tax liability, held in a segregated bank account[166] Trust Account and Extensions - An aggregate of $59,917 has been deposited into the Trust Account since June 30, 2024, pursuant to borrowings under the Second Extension Promissory Note[142] - The company extended its Combination Period from November 3, 2023, to November 5, 2024, following the approval of the Second Extension Amendment Proposal[145] - The company may seek to further extend the Combination Period, which would require Public Stockholder approval and could materially affect the amount held in the Trust Account[149] - The Second Extension Promissory Note was issued for up to $359,503, with monthly deposits of $29,958.55 into the Trust Account until November 5, 2024[163] Shareholder Activity - Public Stockholders redeemed 1,831,599 Public Shares for a pro rata portion of the funds in the Trust Account, resulting in $19,763,618 being removed from the Trust Account[145] - The Anchor Investors purchased approximately $60.8 million of Units in the Initial Public Offering, with no obligation to retain their Units[178] - The deferred underwriting commission liability was reduced to $0, resulting in a $6,050,000 increase in income available to Class B Common Stock[176] Business Operations - The company has not commenced any operations and has generated no revenues to date, with all activities related to its formation and the search for a prospective Business Combination[154] - The company has until November 5, 2024, to consummate a Business Combination, or it will face mandatory liquidation[168] - The company does not have any long-term debt obligations or capital lease obligations[170] - The company has entered into FPA Termination Agreements to cancel the Forward Purchase Agreements with Crescent Park and Carnegie Park[181]

Financial Performance - The company had a net loss of $260,035 for the three months ended March 31, 2024, consisting of operating costs of $385,411 and a provision for income tax of $44,075, partially offset by interest income of $169,451 from the Trust Account[136]. - The company had an interest income of $799,894 for the three months ended March 31, 2023, which contributed to a net income of $451,060 for that period[137]. Financial Position - As of March 31, 2024, the company had $68,709 in its operating bank account and a working capital deficit of $3,793,536[139]. - As of March 31, 2024, the company had borrowings of $355,000 under the First Extension Promissory Note[141]. - 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[142]. - 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[145]. - The company has no long-term debt obligations or capital lease obligations, indicating a relatively low financial leverage position[148]. Initial Public Offering and Capital Raising - 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[118]. - 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[153]. - The Forward Purchase Agreements (FPAs) with Crescent Park and Carnegie Park were mutually terminated, which could impact future capital raising efforts[156]. Business Combination and Extensions - Following the approval of the Second Extension Amendment Proposal, the company's Combination Period was extended from November 3, 2023, to November 5, 2024[129]. - The company entered into the Flybondi Business Combination Agreement on October 19, 2023, which involves the acquisition of Flybondi shares in exchange for new ordinary shares of FB Parent[125]. - The company has until November 5, 2024, to consummate a Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed[147]. Expenses and Administrative Costs - The company incurred increased expenses due to being a public company, including legal, financial reporting, accounting, and auditing compliance costs[135]. - The company has agreed to pay the Sponsor $20,000 per month for administrative services, totaling $60,000 for the three months ended March 31, 2024[148]. Trust Account and Extensions - The company has deposited an aggregate of $779,793 into the Trust Account for the First and Second Extensions as of March 31, 2024[131]. - 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[143]. - The company issued the First Extension Promissory Note for up to $630,000, with $105,000 deposited into the Trust Account monthly until November 3, 2023[141]. Tax and Valuation - The company has established a valuation allowance for deferred tax assets, reflecting its assessment of the likelihood of recovery[157]. - The company recorded a reduction of $6,050,000 in accumulated deficit due to the waiver of the deferred underwriting commission by underwriters[151].

SPAC Regulations and Compliance - The SEC adopted the 2024 SPAC Rules on January 24, 2024, which will become effective on July 1, 2024, impacting SPAC Business Combination transactions [10]. - The 2024 SPAC Rules require additional disclosures related to SPAC Business Combination transactions, including dilution and conflicts of interest [10]. - The Flybondi Registration Statement must become effective under the Securities Act without any stop order issued by the SEC [41]. - Stockholder approval is required if the company issues shares of Common Stock equal to or exceeding 20% of the outstanding shares [81]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [130]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements [133]. - The company has registered its Units, Public Shares, and Public Warrants under the Exchange Act and has ongoing reporting obligations [126]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2022, as required by the Sarbanes-Oxley Act [128]. Business Combination Details - The Combination Period for the initial Business Combination is set for 36 months, ending on November 5, 2024, with potential extensions [14]. - The Flybondi Business Combination Agreement was signed on October 19, 2023, involving multiple parties including Flybondi and FB Parent [14]. - The Flybondi Business Combination will involve a merger where each issued share of the company will be converted into one FB Parent ordinary share [30]. - The Flybondi Business Combination Agreement requires stockholder approval, with a significant vote from holders of outstanding shares of Common Stock [40]. - The obligations of Flybondi and the Sellers to consummate the proposed Business Combination are contingent upon the accuracy of representations and warranties as of the Closing Date [43]. - The company must complete its initial Business Combination by November 5, 2024, or it will terminate and distribute the Trust Account amounts [25]. - The company has targeted a Business Combination with a technology-oriented company in Australia and/or New Zealand, focusing on innovation and potential for international expansion [19]. - The company aims to identify a target business in Australia and/or New Zealand with scalable technology and a proven business model, focusing on sectors like artificial intelligence, cybersecurity, and software-as-a-service [58]. Financial Performance and Obligations - The Company issued 2,874,999 shares of Class A Common Stock following the approval of the Founder Share Amendment Proposal on November 3, 2023 [15]. - The Company has a potential obligation to pay a 1% Excise Tax on certain stock repurchases occurring on or after January 1, 2023 [15]. - The Trust Account is not subject to claims of third parties, impacting the Company's financial performance and capitalization [12]. - A total of $116,725,000 from the IPO proceeds was placed in the Trust Account, which is managed by Continental as trustee [24]. - The Trust Account held approximately $12,956,224 as of December 31, 2023, available for a Business Combination [74]. - The company has access to $75,891 in funds held outside the Trust Account as of December 31, 2023, to cover potential claims and liquidation costs [112]. - The redemption amount per share upon dissolution is approximately $10.81, before taxes and potential dissolution expenses of up to $100,000, as of December 31, 2023 [114]. - 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 [109]. Stockholder Rights and Redemption - The company will provide Public Stockholders with the opportunity to redeem their shares either through a stockholder meeting or a tender offer [91]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules [97]. - The company has entered into a Letter Agreement where Initial Stockholders have agreed to waive their redemption rights for any Founder Shares and Public Shares [88]. - The company has a restriction on stockholders seeking redemption rights for more than 15% of shares sold in the Initial Public Offering without prior consent [102]. - If the initial Business Combination is not completed, stockholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account [107]. - The company intends to require Public Stockholders to deliver their shares to the transfer agent to exercise redemption rights, with a deadline of up to two business days prior to the vote [104]. - 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 may be up to $10.15 per share [120]. Risks and Uncertainties - The Company is subject to risks and uncertainties that may cause actual results to differ materially from forward-looking statements [12]. - The lack of diversification may expose the company to significant risks associated with a single business line after the initial Business Combination [76]. - The management team will assess the desirability of the target's management but cannot guarantee their effectiveness post-transaction [77]. - The company may face limitations in acquiring target businesses due to the requirement for financial statements to be prepared in accordance with U.S. GAAP or IFRS [127]. - 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 [124]. Management and Strategy - The Management Team has extensive experience in identifying and creating stockholder value in technology and financial services sectors [20]. - The company is one of the few SPACs focused on acquisition targets in Australia and New Zealand, providing a competitive advantage in identifying investments [19]. - The company plans to conduct extensive due diligence on potential targets, including meetings with management and reviews of financial information [66]. - The company may structure the initial Business Combination to acquire less than 100% of the target business, provided it maintains a controlling interest [72]. - The company may pursue Business Combinations with affiliated entities, provided an independent opinion on fairness is obtained [67]. - The company anticipates that its Sponsor and Initial Stockholders may engage in privately negotiated purchases of Public Shares to increase the likelihood of obtaining stockholder approval [85].

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[165]. - For the nine months ended September 30, 2023, the company had a net income of $593,361, which included trust interest income of $2,329,140 and an unrealized gain on the Trust Account of $139,355[166]. - Total administrative fees for the three and nine months ended September 30, 2023, were $60,000 and $180,000, respectively[178]. Initial Public Offering (IPO) - The company had total offering costs of $10,757,787 related to its Initial Public Offering, with $10,247,056 charged to temporary equity[142]. - Anchor Investors purchased approximately $60.8 million of Units in the IPO at the public offering price[185]. - A total of 11,500,000 Common Stock sold in the IPO includes a redemption feature, requiring classification outside of permanent equity due to SEC guidance[196]. 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[146]. - A total of 8,470,059 shares of Class A Common Stock were redeemed for an aggregate amount of $87,843,748, resulting in a 1% Excise Tax liability of $878,437 recorded on the balance sheet[175]. - The company issued 2,824,999 shares of Class A Common Stock to the Sponsor following the Founder Share Conversion, resulting in the Sponsor holding approximately 69.4% of the issued and outstanding shares of Class A Common Stock[162]. Compliance and Regulatory Matters - The company has a Nasdaq compliance deadline until December 26, 2023, to regain a market value of at least $50 million[150]. - The company received a Second Nasdaq Notice on October 24, 2023, indicating non-compliance with the Minimum Total Holders Rule, requiring at least 400 total holders[156]. Business Operations and Future Outlook - As of September 30, 2023, the company had not commenced any operations and had generated no revenues to date[164]. - The company faces substantial doubt about its ability to continue as a going concern if a Business Combination is not completed by November 5, 2024[172]. - On October 19, 2023, the company entered into a Business Combination Agreement with Flybondi, which involves merging with and into Merger Sub[153]. Financial Position and Liquidity - As of September 30, 2023, the company had $41,740 in its operating bank account and a working capital deficit of $2,208,523[169]. - Prior to the IPO, 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[170]. - The company borrowed $355,000 under the First Extension Promissory Note and $165,000 under the WCL Promissory Note as of September 30, 2023[171][172]. - The company has no long-term debt obligations or capital lease obligations[177]. Financial Instruments and Accounting - The company issued 10,700,000 warrants in connection with the IPO, which are classified as equity and measured at fair value[199]. - The company issued 3,000,000 Forward Purchase Agreement (FPA) Shares, classified as a liability at fair value, subject to re-measurement at each balance sheet date[195]. - The deferred underwriting commission liability was reduced to $0, resulting in a $6,050,000 increase in income available to Class B Common Stock[184]. - 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[197]. - Net loss per Share of Common Stock is calculated by dividing net loss by the weighted average number of Common Stock outstanding, with no dilutive securities affecting the calculation[198]. - Management believes that no recently issued accounting pronouncements will materially affect the unaudited condensed financial statements[200]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[201].

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[126] - 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[127] Working Capital and Financial Position - The company had a working capital deficit of $1,060,781 and $241,807 in its operating bank account as of June 30, 2023[118] - The company has no long-term debt obligations or capital lease obligations[130] IPO and Fundraising Activities - The company completed its IPO on November 5, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[112] - Following the IPO, the company sold 4,950,000 private placement warrants for gross proceeds of $4,950,000[113] - 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[137] - Crescent Park and Carnegie Park agreed to purchase up to 2,500,000 and 500,000 shares of Class A common stock, respectively, for gross proceeds up to $30,000,000[139] Business Combination and Redemption - 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 $87,843,748[116] - The company has until November 3, 2023, to consummate a Business Combination, failing which it will undergo mandatory liquidation[121] - 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[136] Trust Account and Deposits - The company has agreed to make monthly deposits into the trust account, totaling $210,000 as of June 30, 2023, to facilitate the Business Combination[117] Fees and Commissions - Total administrative fees paid to the Sponsor for the three and six months ended June 30, 2023, were $60,000 and $120,000, respectively[131] - 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[133] - The Company paid J.V.B. $85,000 in cash, with an additional $605,000 due upon the completion of the initial Business Combination[134] - 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[135] Shareholder Agreements and Liabilities - The forward purchase price may be reduced to $9.20 per share under certain conditions, impacting the total proceeds from the forward purchase shares[140] - The Company accounts for 3,000,000 forward purchase shares as a liability, subject to re-measurement at each balance sheet date[146] - All 11,500,000 common stock sold in the IPO contain a redemption feature, classified outside of permanent equity due to SEC guidance[147] Internal Controls and Legal Matters - The Company identified material weaknesses in its disclosure controls and procedures, planning to enhance internal controls and seek third-party consultation for complex accounting applications[155] - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended June 30, 2023[158] - The management team is not aware of any pending or contemplated litigation against the company or its officers and directors[158]

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[108]. - The company has no long-term debt obligations or capital lease obligations as of March 31, 2023[115]. - 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[114]. - For the three months ended March 31, 2022, the company reported a net loss of $1,277,484, 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[115]. Business Operations - The company has not commenced any operations and has not generated any revenues to date, with future income expected to come from interest on cash held in the Trust Account[113]. - 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 a price of $10.00 per unit[103]. - The company has agreed to pay the Sponsor a total of $20,000 per month for administrative services, totaling $60,000 for the three months ended March 31, 2023[116]. - The company raised $4,950,000 from the private placement of 4,950,000 warrants at a price of $1.00 per warrant[104]. Business Combination Risks - The company has until November 3, 2023, to consummate a Business Combination, after which it will face mandatory liquidation if unsuccessful[109]. - Recent increases in inflation and interest rates may complicate the company's ability to consummate an initial business combination[146]. - Economic uncertainty and downturns could adversely affect the company's financial condition and ability to complete a business combination[147]. - The company's ability to consummate business combinations could be adversely affected by the economic environment[148]. - The overall economic slowdown could impact the company's business and operating results[148]. Stock and Financial Instruments - 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[124]. - The purchase price for forward purchase shares may be reduced to $9.20 per share or lower if certain conditions are met, including if the price per share in any PIPE is less than $9.20, resulting in an 8% discount[125]. - 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[131]. - All 11,500,000 common stock sold in the IPO contain a redemption feature, requiring classification outside of permanent equity due to redemption provisions not solely within the company's control[132]. - 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[133]. - 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 when priced below $9.20[127]. Regulatory and Economic Environment - The company is subject to a 1% excise tax on certain stock repurchases as per the Inflation Reduction Act of 2022, which may impact cash available for Business Combinations[111]. - There are no current litigations pending against the company or its officers, and no material changes in risk factors have been reported since previous filings[145]. - The U.S. government's outstanding national debt reached its statutory limit in January 2023, raising concerns about potential defaults[148]. - The U.S. Department of the Treasury has been using extraordinary measures to prevent default on payment obligations since the debt limit was reached[148]. - Failure to raise the federal debt ceiling could lead to severe repercussions for U.S. and global credit and financial markets[148]. - A potential default or delay in payments by the U.S. government could adversely affect financial markets and economic conditions[148]. - Concerns over the U.S. debt ceiling and budget deficit have increased the risk of a downgrade in the U.S. government's credit rating[148]. - Ratings agencies have threatened to lower the long-term sovereign credit rating of the U.S. due to disputes over the debt ceiling[148]. - A downgrade in the U.S. government's credit rating could negatively impact economic conditions and the company's financial results[148]. - Continued uncertainty surrounding the U.S. debt ceiling may result in economic slowdowns or a recession in the U.S.[148].