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].
Integral Acquisition Corporation 1(INTEU) - 2022 Q4 - Annual Report