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].
Integral Acquisition Corporation 1(INTEU) - 2023 Q1 - Quarterly Report