IPO and Offering Details - 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, including the underwriters' over-allotment option[114]. - The total offering costs amounted to $10,758,309, which included $2,000,000 in underwriting commissions and $6,050,000 in deferred underwriting commissions[114][128]. - Anchor investors purchased approximately $60.8 million of units in the IPO, with no obligation to retain their units or vote in favor of the initial business combination[129]. - The company issued 10,700,000 warrants in connection with the IPO, classified as equity and measured at fair value[143]. - A total of 11,500,000 common stocks sold in the IPO have a redemption feature, classified outside of permanent equity due to SEC guidance[140]. Financial Performance - As of September 30, 2021, the company reported a net loss of approximately $28,038 since inception, with no revenues generated to date[122]. - The net loss per common share is calculated by dividing net loss by the weighted average number of common stocks outstanding, with no dilutive securities affecting the calculation[142]. Trust Account and Business Combination - The company has established a Trust Account to hold at least $10.15 per unit sold in the IPO, which will only be released upon the completion of the initial business combination or under specific conditions[116]. - The company has 18 months from the IPO closing to complete the initial business combination, or it will redeem public shares at a price equal to the amount in the Trust Account[118]. Expenses and Financial Obligations - The company expects to incur increased expenses related to being a public company, including legal and compliance costs[121]. - The company has agreed to pay the sponsor $20,000 per month for administrative services starting from the listing date on Nasdaq[125]. - The company has no long-term debt obligations or capital lease obligations as of the reporting date[124]. - The company anticipates generating non-operating income from interest on cash and cash equivalents derived from the IPO proceeds[121]. Forward Purchase and Valuation - The forward purchase shares are priced at $10.00 each, with a discounted price of $9.20 or an 8% discount to the PIPE price if below $9.20[135]. - Management assumes a PIPE price below $9.20 will occur only 5% of the time, with an expected price of $9.00 when it does[136]. - The company issued 3,000,000 forward purchase shares, classified as liabilities at fair value, subject to re-measurement at each balance sheet date[139]. Internal Controls and Economic Impact - There were no off-balance sheet arrangements as of September 30, 2021[146]. - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended September 30, 2021[151]. - Management does not believe inflation had a material impact on business operations during the reported period[147].
Integral Acquisition Corporation 1(INTEU) - 2021 Q3 - Quarterly Report