Integral Acquisition 1(US:INTE)2025-02-19 01:19IPO and Trust Account - The company completed its Initial Public Offering on November 5, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[33]. - A total of $116,725,000, including $113,000,000 from the IPO and part of the Private Placement proceeds, was placed in the Trust Account[35]. - The Trust Account holds approximately $4,078,045 as of December 31, 2024, available for a Business Combination, providing options for liquidity events and capital for growth[98]. - The Trust Account was reduced by approximately $9.5 million (about $11.41 per share) following the Third Special Meeting[77]. - As of December 31, 2024, the amount in the Trust Account available for redemption was approximately $11.24 per Public Share[113]. - The company will not redeem Public Shares in an amount that would cause net tangible assets to be less than $5,000,001 to avoid SEC's "penny stock" rules[115]. - If the Trust Account balance falls below $10.15 per Public Share due to claims, the company may not be able to complete the initial Business Combination[141]. - The company has access to $146,565 in funds held outside the Trust Account as of December 31, 2024, to cover potential claims and liquidation costs[144]. - The redemption process requires Public Stockholders to submit their shares two business days prior to the vote on the initial Business Combination[129]. - 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 is expected to be at least $10.15 per Public Share[146]. - If unable to complete an initial Business Combination, Public Stockholders may receive approximately $11.24 per Public Share upon liquidation of the Trust Account, before taxes payable and up to $100,000 of interest for dissolution expenses[169]. - The company instructed the trustee to liquidate investments in the Trust Account and hold funds in an interest-bearing demand deposit account, potentially reducing interest income[166]. Business Combination Agreement - The company entered into the Flybondi Business Combination Agreement on October 19, 2023, with a total consideration of up to $300,000,000 for the Flybondi Shares, valued at $10.00 per share[43]. - The Flybondi Business Combination Agreement was amended to extend the Agreement End Date from November 1, 2024, to March 31, 2025[39]. - Each issued and outstanding share of the company's Common Stock will be converted into one FB Parent ordinary share at the effective time of the Merger[44]. - The company must complete its initial Business Combination by November 5, 2025, or face termination and distribution of Trust Account amounts[36]. - Flybondi agreed to fund an Excise Tax liability of $900,000 into escrow by December 15, 2023, to cover the company's tax obligations[51]. - The Flybondi Registration Statement was filed with the SEC on January 23, 2025, in connection with the proposed Business Combination[45]. - The Flybondi Business Combination Agreement includes a Break Fee of $9,000,000 if terminated under specific conditions[61]. - The Flybondi Registration Statement must be effective and approved for listing on Nasdaq for the Business Combination to proceed[58]. - Flybondi must deliver certain documents, including an effective Air Operator Certificate, as part of the Business Combination Agreement[58]. - The company aims to complete a Business Combination with a technology-oriented business in Australia and/or New Zealand, focusing on sectors like artificial intelligence, cybersecurity, and data analytics[80]. - The company may structure the initial Business Combination to acquire less than 100% of the target business, provided it maintains a controlling interest[96]. - The company is not prohibited from pursuing a Business Combination with an affiliated entity, but will seek independent opinions to ensure fairness[91]. - The company may continue to seek a different target for the initial Business Combination if the first proposal is not approved[133]. Stockholder Actions and Redemptions - Stockholders holding 8,470,059 Public Shares redeemed shares for approximately $87,843,748 (about $10.37 per share) during the First Special Meeting[74]. - Following the Second Special Meeting, stockholders redeemed 1,831,599 Public Shares for approximately $19,763,618 (about $10.79 per share)[75]. - The Combination Period was extended from November 3, 2023, to November 5, 2024, after the Second Special Meeting[75]. - On November 3, 2023, 2,874,999 shares of Class A Common Stock were issued upon the conversion of Class B Common Stock, resulting in approximately 87.3% of Class A Common Stock held by the Sponsor[79]. - The company anticipates that any purchases of Public Shares may be to vote in favor of the Business Combination or to satisfy closing conditions[109]. - Public Stockholders will have the opportunity to redeem shares either through a stockholder meeting or a tender offer[116]. - The company expects to report any private purchases of Public Shares in compliance with Section 13 and Section 16 of the Exchange Act[112]. - The public "float" of Common Stock may be reduced if such purchases are made, potentially affecting trading on national securities exchanges[111]. - A Public Stockholder is restricted from seeking redemption rights for more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[125]. - If the aggregate cash consideration for redemptions exceeds available cash, the company will not complete the initial Business Combination[124]. Financial Performance and Reporting - The company has not commenced any operations and has generated no revenues to date, with all activities related to its formation and the Initial Public Offering[215]. - The company reported uncertain tax positions of $371,214 and $0 on the balance sheet for December 31, 2024, and 2023, respectively[204]. - The company incurred increased expenses due to being a public company, including legal, financial reporting, accounting, and auditing compliance costs[215]. - The company has identified material weaknesses in internal control over financial reporting as of December 31, 2024, which may adversely affect investor confidence[169]. - As of December 31, 2024, the company reported a net loss of $1,242,758, consisting of operating costs of $1,669,167 and a provision for income tax of $179,920, partially offset by interest income from the Trust Account of $606,329[216]. - For the year ended December 31, 2023, the company had a net income of $1,527,595, which included operating costs of $2,414,736, an unrealized gain on the change in the fair value of the FPAs of $1,696,965, and a provision for income tax of $497,003, offset by interest income from the Trust Account of $2,742,369[217]. - The company had $146,565 in its operating bank account and a working capital deficit of $4,372,904 as of December 31, 2024[219]. Extensions and Promissory Notes - The company issued the First Extension Promissory Note on May 8, 2023, for an aggregate principal amount of up to $630,000, with monthly deposits of $105,000 into the Trust Account until November 3, 2023[221]. - As of December 31, 2024, the company had $355,000 of borrowings under the First Extension Promissory Note[222]. - The Second Extension Promissory Note was issued on November 8, 2023, for an aggregate principal amount of up to $359,503, with monthly deposits of $29,959 into the Trust Account until November 5, 2024[223]. - The company had $359,503 and $59,917 of borrowings under the Second Extension Promissory Note as of December 31, 2024 and 2023, respectively[223]. - The Third Extension Promissory Note was issued on November 6, 2024, for an aggregate principal amount of up to $130,561, with monthly deposits of $10,880 into the Trust Account until November 5, 2025[224]. - As of December 31, 2024, the company had $21,760 of borrowings under the Third Extension Promissory Note[224]. - The company deposited an aggregate of $1,011,263 to fund the Trust Account under the Extension Promissory Notes through December 31, 2024[225]. - The 2023 Promissory Note was issued on July 10, 2023, for up to $1,500,000, with the option for the Sponsor to convert the unpaid principal into warrants at a price of $1.00 per warrant[227]. - As of December 31, 2024 and 2023, the company owed $1,500,000 and $910,083, respectively, under the 2023 Promissory Note[227]. - The 2024 Promissory Note was issued on September 12, 2024, for an aggregate principal amount of up to $3,000,000 to the Sponsor[228]. Competition and Market Risks - The company faces competition from other entities, including SPACs and private equity groups, which may limit its ability to acquire larger target businesses due to financial resource constraints[151]. - The company may not be able to complete its initial Business Combination within the prescribed time frame, which could impact its operations and profitability[162]. - Trust Account funds may not be protected against third-party claims or bankruptcy, potentially affecting the return of funds to Public Stockholders[162]. - The company may engage underwriters or affiliates for additional services post-IPO, which could create conflicts of interest in the Business Combination process[162]. - Due to high redemption rates, the company may need to rely on significant PIPE or other outside financing to provide cash for the post-Business Combination company[169]. - The company's securities were delisted from Nasdaq on November 11, 2024, due to failure to complete a Business Combination within the required 36 months[181]. - Following delisting, the company's securities are now quoted on the Pink Open Market of the OTC[182].