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Integral Acquisition Corporation 1(INTEU) - 2023 Q2 - Quarterly Report

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]