SPAC Regulations and Compliance - The SEC adopted the 2024 SPAC Rules on January 24, 2024, which will become effective on July 1, 2024, impacting SPAC Business Combination transactions [10]. - The 2024 SPAC Rules require additional disclosures related to SPAC Business Combination transactions, including dilution and conflicts of interest [10]. - The Flybondi Registration Statement must become effective under the Securities Act without any stop order issued by the SEC [41]. - Stockholder approval is required if the company issues shares of Common Stock equal to or exceeding 20% of the outstanding shares [81]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [130]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements [133]. - The company has registered its Units, Public Shares, and Public Warrants under the Exchange Act and has ongoing reporting obligations [126]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2022, as required by the Sarbanes-Oxley Act [128]. Business Combination Details - The Combination Period for the initial Business Combination is set for 36 months, ending on November 5, 2024, with potential extensions [14]. - The Flybondi Business Combination Agreement was signed on October 19, 2023, involving multiple parties including Flybondi and FB Parent [14]. - The Flybondi Business Combination will involve a merger where each issued share of the company will be converted into one FB Parent ordinary share [30]. - The Flybondi Business Combination Agreement requires stockholder approval, with a significant vote from holders of outstanding shares of Common Stock [40]. - The obligations of Flybondi and the Sellers to consummate the proposed Business Combination are contingent upon the accuracy of representations and warranties as of the Closing Date [43]. - The company must complete its initial Business Combination by November 5, 2024, or it will terminate and distribute the Trust Account amounts [25]. - The company has targeted a Business Combination with a technology-oriented company in Australia and/or New Zealand, focusing on innovation and potential for international expansion [19]. - The company aims to identify a target business in Australia and/or New Zealand with scalable technology and a proven business model, focusing on sectors like artificial intelligence, cybersecurity, and software-as-a-service [58]. Financial Performance and Obligations - The Company issued 2,874,999 shares of Class A Common Stock following the approval of the Founder Share Amendment Proposal on November 3, 2023 [15]. - The Company has a potential obligation to pay a 1% Excise Tax on certain stock repurchases occurring on or after January 1, 2023 [15]. - The Trust Account is not subject to claims of third parties, impacting the Company's financial performance and capitalization [12]. - A total of $116,725,000 from the IPO proceeds was placed in the Trust Account, which is managed by Continental as trustee [24]. - The Trust Account held approximately $12,956,224 as of December 31, 2023, available for a Business Combination [74]. - The company has access to $75,891 in funds held outside the Trust Account as of December 31, 2023, to cover potential claims and liquidation costs [112]. - The redemption amount per share upon dissolution is approximately $10.81, before taxes and potential dissolution expenses of up to $100,000, as of December 31, 2023 [114]. - The company will redeem Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares [109]. Stockholder Rights and Redemption - The company will provide Public Stockholders with the opportunity to redeem their shares either through a stockholder meeting or a tender offer [91]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules [97]. - The company has entered into a Letter Agreement where Initial Stockholders have agreed to waive their redemption rights for any Founder Shares and Public Shares [88]. - The company has a restriction on stockholders seeking redemption rights for more than 15% of shares sold in the Initial Public Offering without prior consent [102]. - If the initial Business Combination is not completed, stockholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account [107]. - The company intends to require Public Stockholders to deliver their shares to the transfer agent to exercise redemption rights, with a deadline of up to two business days prior to the vote [104]. - The company intends to redeem Public Shares promptly after the end of the Combination Period, with a per-share price equal to the aggregate amount in the Trust Account, which may be up to $10.15 per share [120]. Risks and Uncertainties - The Company is subject to risks and uncertainties that may cause actual results to differ materially from forward-looking statements [12]. - The lack of diversification may expose the company to significant risks associated with a single business line after the initial Business Combination [76]. - The management team will assess the desirability of the target's management but cannot guarantee their effectiveness post-transaction [77]. - 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 [127]. - The company faces competition from other entities, including special purpose acquisition companies and private equity groups, which may limit its ability to acquire larger target businesses [124]. Management and Strategy - The Management Team has extensive experience in identifying and creating stockholder value in technology and financial services sectors [20]. - The company is one of the few SPACs focused on acquisition targets in Australia and New Zealand, providing a competitive advantage in identifying investments [19]. - The company plans to conduct extensive due diligence on potential targets, including meetings with management and reviews of financial information [66]. - The company may structure the initial Business Combination to acquire less than 100% of the target business, provided it maintains a controlling interest [72]. - The company may pursue Business Combinations with affiliated entities, provided an independent opinion on fairness is obtained [67]. - The company anticipates that its Sponsor and Initial Stockholders may engage in privately negotiated purchases of Public Shares to increase the likelihood of obtaining stockholder approval [85].
Integral Acquisition Corporation 1(INTEU) - 2023 Q4 - Annual Report