Financial Overview - The company raised gross proceeds of $115,000,000 from its initial public offering by selling 11,500,000 units at a price of $10.00 per unit[17]. - A total of $116,725,000 was placed in the trust account, which includes $113,000,000 from the IPO proceeds and part of the private placement warrants[19]. - The company completed a private sale of 4,950,000 private placement warrants at a price of $1.00 per warrant, generating gross proceeds of $4,950,000[18]. - The company has approximately $112 million in trust funds available for a business combination after paying $6.05 million in deferred underwriting fees[54]. - The company can raise up to $30 million in gross proceeds if all forward purchase shares are purchased at $10.00 per share[54]. - As of December 31, 2022, the amount in the trust account available for redemption was approximately $10.23 per public share[68]. - The company has access to up to $601,088 from the IPO proceeds to cover potential claims, with estimated liquidation costs around $100,000[102]. - As of December 31, 2022, the amount held outside the trust account was $601,088[102]. Business Combination and Deadlines - The company has a deadline to complete its initial business combination by May 5, 2023, which is an 18-month period from the IPO closing[20]. - A preliminary proxy statement was filed on March 24, 2023, to extend the business combination deadline to November 3, 2023[21]. - If the extension proposal is not approved, the company will face mandatory liquidation and dissolution if a business combination is not completed by the original deadline[21]. - If the initial business combination is not completed by May 5, 2023, the company will redeem public shares at a price equal to the amount in the trust account divided by outstanding public shares[91]. - If the company cannot complete its initial business combination by the end of the Combination Period, it will cease operations and redeem public shares[105]. Management and Strategy - The management team has extensive experience in identifying and understanding key business fundamentals in the targeted geography of Australia and New Zealand[14]. - The company is focused on acquiring technology-oriented companies in Australia and New Zealand, aiming for operational improvements and strategic acquisitions[13]. - The management team believes that the economic and social environments in Australia and New Zealand are conducive to innovation and international expansion[13]. - The management team has extensive experience and relationships that will aid in sourcing and evaluating potential business combinations[32]. - The company aims to identify and complete business combinations with technology-oriented firms in sectors like artificial intelligence, cybersecurity, and software-as-a-service, which are expected to benefit from additional management experience[31]. - The acquisition criteria include targeting companies with sustainable market positions, significant competitive advantages, and the potential for long-term revenue growth[37]. Market and Economic Environment - Australia and New Zealand have a combined population of approximately 31.1 million and nominal GDPs of $1.72 trillion and $242.7 billion in 2022, respectively, with projected average annual GDP growth rates of 3.8% and 4.8% through 2027[22][23]. - The net debt of the Australian government was 34.2% of GDP and New Zealand's was 19.9% in 2019, significantly below the advanced economies' average of 90.7%[23]. - Australia and New Zealand ranked 3rd and 6th in the Asia-Pacific region for globalization according to the KOF Globalization Index in 2022[24]. - Australia and New Zealand achieved 14th and 1st positions globally for ease of doing business in 2019, respectively[25]. - The agricultural industries in Australia and New Zealand are highly efficient, with premium prices for their clean produce in Asian markets, supported by strong fiscal positions and low government debts[28]. - The transition to services-based economies in Australia and New Zealand is fostering innovation in sectors such as agriculture, education, and finance, including advancements in blockchain and quantum computing[29]. Regulatory and Compliance - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including reduced disclosure obligations regarding executive compensation[119]. - The company will remain an emerging growth company until the earlier of the last day of the fiscal year following the fifth anniversary of its IPO, achieving total annual gross revenue of at least $1.235 billion, or being deemed a large accelerated filer[121]. - The company filed a Registration Statement on Form 8-A with the SEC, subjecting it to the rules and regulations under the Exchange Act[118]. - 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[115]. - The company intends to take advantage of the extended transition period for complying with new or revised accounting standards as an emerging growth company[120]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2022, as mandated by the Sarbanes-Oxley Act[117]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to or after the consummation of its initial business combination[118]. Stockholder Matters - The company plans to provide public stockholders with the opportunity to redeem shares upon completion of the initial business combination[68]. - The company may conduct redemptions without a stockholder vote under certain conditions[60]. - The company requires stockholder approval for its initial business combination, needing a majority of outstanding shares voted in favor[74]. - A quorum for the stockholder meeting consists of holders representing a majority of the voting power of all outstanding shares, with 4,312,501 public shares (37.5% of 11,500,000) needed for approval[75]. - If stockholder approval is not sought, the company will conduct redemptions under tender offer rules, remaining open for at least 20 business days[77]. - The company cannot redeem public shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC's "penny stock" rules[81]. - Initial stockholders have waived rights to liquidating distributions from the trust account for founder shares if the business combination is not completed[92]. - The per-share redemption amount for stockholders upon dissolution is approximately $10.23, but actual amounts may be less due to creditor claims[97]. - The company intends to redeem public shares promptly after the end of the Combination Period, which may expose stockholders to claims from creditors[105]. Competition and Challenges - The company faces competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[112]. - The company has sought waivers from vendors and service providers regarding claims to the trust account, but there is no guarantee these will be executed[99]. - The company currently has two executive officers who are not obligated to devote specific hours until the initial business combination is completed[113]. - The company may experience a less active trading market for its securities if some investors find its securities less attractive due to its emerging growth company status[119]. - The company is a smaller reporting company and is not required to provide certain market risk disclosures[181]. - There were no changes or disagreements with accountants on accounting and financial disclosure[182].

[Part I. Financial Information](index=5&type=section&id=Part%20I.%20Financial%20Information) This section provides the company's unaudited financial statements, management's analysis of financial condition, and disclosures on market risk and internal controls [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Integral Acquisition Corporation 1, detailing its financial position and performance as a blank check company [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) The balance sheet as of June 30, 2022, shows total assets of **$117.9 million**, primarily trust account investments, and a **$7.0 million** stockholders' deficit Condensed Balance Sheet Data (as of June 30, 2022) | Metric | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $733,822 | | Investments held in trust account | $116,789,245 | | **Total Assets** | **$117,864,338** | | **Liabilities & Equity** | | | Total liabilities | $8,120,198 | | Class A common stock subject to possible redemption | $116,725,000 | | Total stockholders' deficit | $(6,980,860) | [Condensed Statements of Operations](index=6&type=section&id=Condensed%20Statements%20of%20Operations) The company reported a net loss of **$1.47 million** for the six months ended June 30, 2022, driven by operating costs and FPA liability changes Statement of Operations Summary (Unaudited) | Period | Formation and operating costs | Unrealized gain (loss) on FPA liability | Interest income | Net loss | | :--- | :--- | :--- | :--- | :--- | | **Three Months Ended June 30, 2022** | $253,884 | $15,495 | $41,557 | $(196,832) | | **Six Months Ended June 30, 2022** | $540,090 | $(990,062) | $55,836 | $(1,474,316) | [Condensed Statements of Changes in Stockholder's (Deficit) Equity](index=7&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholder's%20(Deficit)%20Equity) The stockholders' deficit increased to **$(6,980,860)** by June 30, 2022, primarily due to the net loss incurred during the period - The total stockholders' deficit grew to **$(6,980,860)** as of June 30, 2022, from **$(5,506,544)** at the end of 2021, with the change driven by a net loss of **$(1,474,316)** for the six-month period[18](index=18&type=chunk) [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$575,343** for the six months ended June 30, 2022, reducing the cash balance to **$733,822** Cash Flow Summary (Six Months Ended June 30, 2022) | Metric | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | $(575,343) | | Net change in cash | $(575,343) | | Cash, beginning of the period | $1,309,165 | | Cash, end of the period | $733,822 | [Notes to Unaudited Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail accounting policies, IPO terms, and significant disclosures, including substantial doubt about the company's going concern ability - The company is a blank check company formed to effect a Business Combination and has not yet selected a target[25](index=25&type=chunk) - The company has until May 5, 2023 (18 months from its IPO closing) to consummate a Business Combination, or it will be required to liquidate, which raises substantial doubt about its ability to continue as a going concern[37](index=37&type=chunk)[44](index=44&type=chunk) - The Forward Purchase Agreement (FPA) is accounted for as a liability at fair value, subject to re-measurement each period, with changes recognized in the statement of operations[62](index=62&type=chunk)[63](index=63&type=chunk) - All **11,500,000** shares of Class A common stock sold in the IPO are classified as temporary equity because they are subject to possible redemption[69](index=69&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition, liquidity, and results of operations, emphasizing its status as a blank check company and going concern risk - The company's activities since inception relate to its formation, IPO, and the ongoing search for a Business Combination target[120](index=120&type=chunk)[130](index=130&type=chunk) Results of Operations Summary | Period | Net Loss | Key Drivers | | :--- | :--- | :--- | | **Six Months Ended June 30, 2022** | $1,474,316 | Operating costs ($540,090) and unrealized loss on FPA liability ($990,062) | | **Three Months Ended June 30, 2022** | $196,832 | Operating costs ($253,884) offset by unrealized gain on FPA liability ($15,495) and interest income ($41,557) | - As of June 30, 2022, the company had approximately **$0.7 million** in its operating bank account and working capital of approximately **$1.0 million** to fund its search for a business combination[126](index=126&type=chunk) - Management has determined that the mandatory liquidation if a business combination is not completed by May 5, 2023, raises substantial doubt about the company's ability to continue as a going concern[128](index=128&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company's market risk is minimal, primarily related to interest rate fluctuations on short-term U.S. government treasury investments in the trust account - The company's primary market risk is related to interest rate fluctuations on the funds held in the Trust Account[157](index=157&type=chunk)[158](index=158&type=chunk) - Because the Trust Account invests only in short-term U.S. government treasury obligations, the company believes its exposure to interest rate risk is not material[158](index=158&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of June 30, 2022, due to material weaknesses in financial instrument valuation and unrecorded liabilities - The company's principal executive and financial officers concluded that disclosure controls and procedures were not effective as of June 30, 2022[161](index=161&type=chunk) - The ineffectiveness was due to an identified material weakness related to errors in fair value calculation of financial instruments and unrecorded liabilities[161](index=161&type=chunk) - Management is implementing a remediation plan that includes enhancing access to accounting literature and consulting with third-party professionals on complex accounting matters[161](index=161&type=chunk)[162](index=162&type=chunk) [Part II. Other Information](index=29&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, equity sales, defaults, and other miscellaneous disclosures [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) There is no current or contemplated litigation against the company or its officers and directors - To the knowledge of management, there is no current or contemplated litigation against the company[167](index=167&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) This section highlights risks from material weaknesses in internal control over financial reporting, potentially impacting financial accuracy and investor confidence - The company has identified material weaknesses in its internal control over financial reporting, which could negatively impact its ability to produce accurate and timely financial reports[167](index=167&type=chunk)[168](index=168&type=chunk) - A material weakness is a deficiency that creates a reasonable possibility that a material misstatement of financial statements will not be prevented or detected in a timely manner[169](index=169&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities, and the planned use of IPO proceeds remains materially unchanged - There were no unregistered sales of equity securities in the period[172](index=172&type=chunk) - The planned use of proceeds from the IPO and private placement has not materially changed[172](index=172&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[173](index=173&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[174](index=174&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[175](index=175&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL documents - Exhibits filed with the report include Certifications of the Principal Executive Officer and Principal Financial Officer, and various Inline XBRL documents[177](index=177&type=chunk)

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) For the quarter ended March 31, 2022, the company reported a **$1.28 million** net loss, primarily due to an unrealized loss on the Forward Purchase Agreement liability, with total assets at **$118.1 million** and a **$6.8 million** stockholders' deficit Condensed Balance Sheet Data (Unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$118,116,758** | **$118,482,043** | | Investments held in trust account | $116,747,688 | $116,733,409 | | **Total Liabilities** | **$8,175,786** | **$7,263,587** | | Forward Purchase Agreement liability | $2,013,491 | $1,007,934 | | Deferred underwriting commission | $6,050,000 | $6,050,000 | | Class A common stock subject to possible redemption | $116,725,000 | $116,725,000 | | **Total stockholders' deficit** | **($6,784,028)** | **($5,506,544)** | Condensed Statement of Operations (Unaudited) | Description | For the Three Months ended March 31, 2022 | For the period from Feb 16, 2021 (inception) through Mar 31, 2021 | | :--- | :--- | :--- | | Formation and operating costs | $286,206 | $18,048 | | Unrealized loss on change in fair value of FPA liability | ($1,005,557) | — | | Interest income | $14,279 | — | | **Net loss** | **($1,277,484)** | **($18,048)** | Condensed Statement of Cash Flows (Unaudited) | Description | For the three months ended March 31, 2022 | | :--- | :--- | | Net cash used in operating activities | ($358,805) | | Net cash provided by financing activities | $0 | | **Cash, end of the period** | **$950,360** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes highlight the company's SPAC status and May 5, 2023 deadline for a business combination, raising substantial doubt about its going concern ability, alongside commitments like a **$6.05 million** deferred underwriting commission and a **$20,000** monthly administrative fee * The company, a blank check company, must complete a business combination within 18 months of its IPO (November 5, 2021) or face liquidation, raising **substantial doubt about its going concern ability**[22](index=22&type=chunk)[34](index=34&type=chunk)[41](index=41&type=chunk) * A Forward Purchase Agreement (FPA) with Crescent Park and Carnegie Park allows for the purchase of up to **3,000,000** Class A common stock shares, accounted for as a fair value liability[91](index=91&type=chunk)[59](index=59&type=chunk) Change in Fair Value of FPA Liability | Date | Fair Value | | :--- | :--- | | December 31, 2021 | $1,007,934 | | March 31, 2022 | $2,013,491 | | **Change in fair value (Unrealized Loss)** | **$1,005,557** | * The company pays its Sponsor **$20,000** per month for administrative support, starting from its Nasdaq listing date[83](index=83&type=chunk) * A deferred underwriting commission of **$6,050,000** is payable from the Trust Account to underwriters only upon completing an Initial Business Combination[88](index=88&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) Management discusses the company's pre-business combination SPAC status, highlighting a **$1.28 million** net loss for the quarter and reiterating substantial doubt about its going concern ability due to the May 5, 2023 business combination deadline * The company, a blank check entity, must complete an initial Business Combination by **May 5, 2023** (18 months from IPO) or face liquidation[118](index=118&type=chunk)[123](index=123&type=chunk) * As of March 31, 2022, the company held approximately **$1.0 million** in its operating bank account and **$1.1 million** in working capital, with post-IPO liquidity met by warrant private placement proceeds[124](index=124&type=chunk)[125](index=125&type=chunk) * For the three months ended March 31, 2022, the company incurred a net loss of **$1,277,484**, primarily from **$286,206** in operating costs and a **$1,005,557** unrealized FPA liability loss, partially offset by **$14,279** in interest income[129](index=129&type=chunk) * Management concluded that mandatory liquidation without a business combination raises **substantial doubt about the company's ability to continue as a going concern**[126](index=126&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's market risk is limited to interest rate risk on Trust Account funds, invested in short-term U.S. government treasury obligations, which management deems immaterial * The company's activities are limited to organizational efforts and target searching, with no revenue generation or hedging activities[155](index=155&type=chunk) * Trust Account proceeds are invested in short-term U.S. government treasury bills or money market funds, minimizing material interest rate risk exposure[156](index=156&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) As of March 31, 2022, management concluded disclosure controls and procedures were ineffective due to a material weakness in financial reporting related to fair value calculation errors and unrecorded liabilities * As of March 31, 2022, principal officers concluded the company's disclosure controls and procedures were **not effective**[159](index=159&type=chunk) * Ineffectiveness stemmed from a **material weakness** in fair value calculation errors for financial instruments and unrecorded liabilities[159](index=159&type=chunk) * No material changes to internal control over financial reporting occurred during the quarter[160](index=160&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 reported no legal proceedings * None[163](index=163&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) The primary risk is a material weakness in internal control over financial reporting, potentially impacting accurate financial reporting and investor confidence * The company identified **material weaknesses** in internal control over financial reporting concerning fair value calculation errors and unrecorded liabilities[164](index=164&type=chunk) * A material weakness could lead to undetected financial misstatements, potentially causing a **loss of investor confidence** and stock price decline[165](index=165&type=chunk)[166](index=166&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 reported no unregistered sales of equity securities or use of proceeds during the period * None[168](index=168&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities * None[169](index=169&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company * Not applicable[170](index=170&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reported no other information * None[171](index=171&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL documents * Exhibits include Certifications of Principal Executive and Financial Officers under Sarbanes-Oxley Act Sections 302 and 906, along with Inline XBRL data files[173](index=173&type=chunk)

PART I [Item 1. Business](index=7&type=section&id=Item%201.%20Business) Integral Acquisition Corporation 1 is a SPAC targeting a technology-oriented business combination in Australia/New Zealand by May 2023 - The company is a blank check company formed to effect a business combination, specifically targeting technology-oriented companies in Australia and/or New Zealand[23](index=23&type=chunk)[24](index=24&type=chunk) Initial Public Offering Details | Metric | Value | | :--- | :--- | | IPO Consummation Date | November 5, 2021 | | Units Offered | 11,500,000 | | Price per Unit | $10.00 | | Gross Proceeds | $115,000,000 | | Amount Placed in Trust Account | $116,725,000 | | Business Combination Deadline | May 5, 2023 (18 months from IPO) | - The company's business strategy focuses on identifying a company in Australia or New Zealand with scalable technology, a proven business model, and an established management team, targeting sectors like AI, cybersecurity, SaaS, FinTech, and CleanTech[40](index=40&type=chunk) - The initial business combination must have an aggregate fair market value of at least **80%** of the assets held in the trust account, and must be completed by **May 5, 2023**, or the company will liquidate and return funds to public stockholders[55](index=55&type=chunk)[101](index=101&type=chunk) [Market Opportunity](index=8&type=section&id=Market%20Opportunity) Australia and New Zealand offer attractive market opportunities due to stable economies, skilled workforces, and ease of doing business - Australia and New Zealand are highlighted for their robust economies, entrepreneurial spirit, and as early adopters of technology, making them ideal for investment[30](index=30&type=chunk) - Both countries entered 2020 with low public debt compared to other advanced economies (Australia: **23.2% of GDP**, New Zealand: **8.0% of GDP** in 2019), positioning them well for economic recovery and support[32](index=32&type=chunk) - According to the World Bank, New Zealand and Australia ranked **1st** and **14th**, respectively, for ease of doing business in 2020, benefiting from diverse, skilled workforces and strong governance[34](index=34&type=chunk)[36](index=36&type=chunk) [Acquisition Criteria and Process](index=10&type=section&id=Acquisition%20Criteria%20and%20Process) The company seeks a target with a leading market position, competitive advantages, operational stability, and long-term growth potential - The evaluation process involves extensive due diligence, including meetings with management, document reviews, and interviews with customers and suppliers, leveraging the management team's network and expertise[49](index=49&type=chunk) - Key acquisition criteria include a sustainable market position in Australia/New Zealand, a disruptive business model, demonstrated operational stability, significant growth potential, and a capable management team[51](index=51&type=chunk) - If a business combination with an affiliated entity is pursued, the company must obtain a fairness opinion from an independent investment banking or valuation firm[50](index=50&type=chunk) [Redemption Rights and Liquidation](index=15&type=section&id=Redemption%20Rights%20and%20Liquidation) Public stockholders can redeem their shares for a pro-rata share of the trust account upon business combination or company liquidation - Public stockholders can redeem their shares for cash equal to their pro-rata share of the trust account upon the business combination, approximately **$10.15 per share** as of December 31, 2021[82](index=82&type=chunk) - A significant limitation on redemptions is that the company's net tangible assets must not fall below **$5,000,001**, and a public stockholder group is restricted from redeeming more than **15%** of the shares sold in the IPO without prior consent[83](index=83&type=chunk)[94](index=94&type=chunk) - If a business combination is not completed by the **May 5, 2023** deadline, the company will dissolve and redeem public shares, rendering warrants worthless[101](index=101&type=chunk) [Item 1A. Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company lists material risks including blank check uncertainty, inability to complete a business combination, and potential conflicts of interest - The company is a blank check entity with no operational history, making it difficult to evaluate its ability to select a suitable business target[128](index=128&type=chunk) - Conflicts of interest may arise because initial stockholders and the sponsor will lose their entire investment if a business combination is not completed, potentially incentivizing unfavorable deals[134](index=134&type=chunk) - There is a risk that funds held in the trust account may not be protected against third-party claims or bankruptcy, potentially reducing the amount available for stockholder redemptions[128](index=128&type=chunk) [Item 2. Properties](index=24&type=section&id=Item%202.%20Properties) The company's executive offices are in New York, NY, and Melbourne, Australia, provided by the sponsor for a monthly fee - The company utilizes office space at **667 Madison Avenue, New York**, and **152 Elizabeth Street, Melbourne, Australia**[132](index=132&type=chunk) - A monthly fee of **$20,000** is paid to the sponsor for office space and administrative support services[132](index=132&type=chunk) [Item 3. Legal Proceedings](index=24&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no current or contemplated litigation against the company, its officers, or directors - To the knowledge of management, there is no current or contemplated litigation against the company or its officers and directors[133](index=133&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=25&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, Class A common stock, and warrants trade on Nasdaq, with no cash dividends paid or intended prior to business combination Trading Information | Security | Symbol | Exchange | | :--- | :--- | :--- | | Units | INTEU | Nasdaq | | Class A Common Stock | INTE | Nasdaq | | Warrants | INTEW | Nasdaq | - As of **March 8, 2022**, there was one holder of record for units, one for Class A common stock, and two for warrants[137](index=137&type=chunk) - The company has not paid and does not intend to pay cash dividends prior to completing its initial business combination[138](index=138&type=chunk) - From the IPO and private placement warrant sale, a total of **$116,725,000** was placed in a U.S.-based trust account[142](index=142&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The blank check company reported a net loss of **$371,561** from inception to December 31, 2021, with liquidity sustained by IPO funds outside the trust account - The company is a pre-business combination blank check company, with all activity to date related to its formation, IPO, and search for a target[148](index=148&type=chunk)[156](index=156&type=chunk) Financial Highlights (Inception to Dec 31, 2021) | Metric | Value (USD) | | :--- | :--- | | Net Loss | $371,561 | | Formation and Operating Costs | $385,971 | | Unrealized Gain on FPA Liability | $6,001 | | Interest Income from Trust Account | $8,409 | - Management has alleviated substantial doubt about the company's ability to continue as a going concern, stating that capital from the IPO is sufficient to sustain operations for at least one year[154](index=154&type=chunk) - The company has a contractual obligation to pay its sponsor **$20,000 per month** for office space and administrative support until a business combination or liquidation occurs[160](index=160&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk is minimal, primarily limited to interest rate risk on short-term U.S. government treasury bills in the trust account - The company has not engaged in any hedging activities and does not expect to[183](index=183&type=chunk) - Proceeds in the trust account are invested in U.S. government treasury bills with maturities of **185 days or less**, minimizing interest rate risk[184](index=184&type=chunk) [Item 9A. Controls and Procedures](index=32&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of December 31, 2021, with no internal control report yet required - The Certifying Officers concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[188](index=188&type=chunk) - A report on internal control over financial reporting is not included due to the transition period for newly public companies[190](index=190&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=33&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section lists the company's directors and executive officers, detailing board committees and compliance with ethical and filing requirements Executive Officers | Name | Position | | :--- | :--- | | Enrique Klix | Chief Executive Officer and Director | | Brittany Lincoln | Chief Financial Officer | - The Board of Directors includes James Cotton, Stuart Hutton, Niraj Javeri, and Lynne Thornton[195](index=195&type=chunk) - The board has an audit committee and a compensation committee, both comprised of independent directors, chaired by Stuart Hutton and Niraj Javeri respectively[205](index=205&type=chunk)[206](index=206&type=chunk)[209](index=209&type=chunk) [Item 11. Executive Compensation](index=37&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation is paid to executive officers or directors prior to the initial business combination, with the sponsor receiving a monthly administrative fee - No cash compensation is paid to executive officers or directors for services rendered to the company before a business combination[219](index=219&type=chunk) - The sponsor receives **$20,000 per month** for administrative services, and officers and directors are reimbursed for out-of-pocket expenses incurred on the company's behalf[219](index=219&type=chunk) - Post-combination compensation for executives and directors will be determined by the board of the combined company[220](index=220&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=38&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 8, 2022, the sponsor beneficially owns **100%** of Class B common stock, representing **20%** of total outstanding common stock Beneficial Ownership as of March 8, 2022 | Name of Beneficial Owner | Class | Number of Shares | Percentage of Class | Percentage of Total | | :--- | :--- | :--- | :--- | :--- | | Integral Sponsor LLC | Class B | 2,875,000 | 100% | 20% | | All executive officers and directors as a group | Class B | 2,875,000 | 100% | 20% | | Beryl Capital Management LLC | Class A | 955,706 | 8.31% | 6.65% | | Magnetar Financial LLC | Class A | 750,000 | 6.52% | 5.22% | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=39&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section details transactions with the sponsor, including founder share and private placement warrant purchases, administrative fees, and director independence determinations - The sponsor purchased **2,875,000** founder (Class B) shares for **$25,000**[229](index=229&type=chunk) - Simultaneously with the IPO, the sponsor purchased **4,950,000** private placement warrants at **$1.00 per warrant** for a total of **$4,950,000**[231](index=231&type=chunk) - The board of directors has determined that Stuart Hutton, Niraj Javeri, and Lynne Thornton are independent directors as defined by Nasdaq and SEC rules[241](index=241&type=chunk) [Item 14. Principal Accountant Fees and Services](index=41&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Marcum LLP served as the independent registered public accounting firm, receiving fees for audit services related to annual financial statements, regulatory filings, and the IPO Accountant Fees for Year Ended Dec 31, 2021 | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees (Annual/Quarterly) | ~$194,000 | | Audit Fees (IPO-related) | ~$146,000 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | PART IV [Item 15. Exhibit and Financial Statement Schedules](index=42&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists documents filed as part of the Form 10-K report, including financial statements and various exhibits, with schedules omitted as not applicable - The report includes financial statements for the period from **February 16, 2021** (inception) through **December 31, 2021**[250](index=250&type=chunk) - An index of exhibits filed with the report is provided, with many incorporated by reference from previous SEC filings[251](index=251&type=chunk)[369](index=369&type=chunk) Financial Statements and Notes [Financial Statements](index=45&type=section&id=Financial%20Statements) Audited financial statements as of December 31, 2021, show total assets of **$118.5 million**, liabilities of **$7.3 million**, a net loss of **$371,561**, and a stockholders' deficit of **$5.5 million** Balance Sheet Summary as of December 31, 2021 | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | 1,309,165 | | Investments held in trust account | 116,733,409 | | **Total Assets** | **118,482,043** | | **Liabilities** | | | Total current liabilities | 205,653 | | Deferred underwriting commission | 6,050,000 | | Forward Purchase Agreement liability | 1,007,934 | | **Total Liabilities** | **7,263,587** | | Class A common stock subject to possible redemption | 116,725,000 | | **Total stockholders' deficit** | **(5,506,544)** | Statement of Operations (Inception to Dec 31, 2021) | Line Item | Amount (USD) | | :--- | :--- | | Formation and operating costs | (385,971) | | Unrealized gain on FPA liability | 6,001 | | Interest income | 8,409 | | **Net loss** | **(371,561)** | [Notes to Financial Statements](index=49&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's accounting policies, IPO terms, related-party transactions, and the accounting treatment for redeemable common stock, warrants, and the FPA liability - The company is a blank check company with an **18-month** period from its **November 5, 2021** IPO to complete a business combination[273](index=273&type=chunk)[285](index=285&type=chunk) - All **11,500,000** shares of Class A common stock sold in the IPO are classified as temporary equity ('Common Stock Subject to Possible Redemption') on the balance sheet, as they are redeemable[315](index=315&type=chunk) - The company has entered into forward purchase agreements with Crescent Park and Carnegie Park to purchase up to **3,000,000** shares of Class A common stock for up to **$30 million**, concurrent with the initial business combination, accounted for as a Level 3 liability at fair value[343](index=343&type=chunk)

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 (212) 209-6132 (Registrant's telephone number, including area code) 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 (Ex ...