IPO 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 company has approximately $4,078,045 in the Trust Account as of December 31, 2024, available for a Business Combination[98]. - The Trust Account was reduced by approximately $9.5 million (about $11.41 per share) after 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 initial Business Combination is not completed, the redemption amount for Public Stockholders is expected to be approximately $11.24 per share, before taxes and potential dissolution expenses[139]. - The company has instructed the trustee to liquidate investments in the Trust Account and hold funds in an interest-bearing demand deposit account, potentially reducing the amount available for Public Stockholders upon redemption[166]. Business Combination Agreements - The Flybondi Business Combination Agreement was entered into 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 company must complete its initial Business Combination by November 5, 2025, or face termination and distribution of Trust Account amounts[36]. - The Flybondi Business Combination Agreement was amended to extend the Agreement End Date from November 1, 2024, to March 31, 2025[39]. - The proposed Flybondi Business Combination requires stockholder approval and satisfaction of regulatory conditions[54]. - The Flybondi Business Combination Agreement includes a Break Fee of $9,000,000 if terminated under specific conditions[61]. - Flybondi must deliver certain certificates and documents as required by the Business Combination Agreement[58]. 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]. - Public Stockholders are restricted from seeking redemption rights for more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[125]. - Public Stockholders must comply with specific procedures to exercise redemption rights, including submitting a written request two business days prior to the vote[131]. - The company anticipates that funds for redeeming Public Shares will be distributed promptly after the completion of the initial Business Combination[131]. - 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]. Financial Performance and Obligations - 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 an unrealized gain on the change in the fair value of the FPAs of $1,696,965 and interest income from the Trust Account of $2,742,369[217]. - The company had a working capital deficit of $4,372,904 as of December 31, 2024, with $146,565 in its operating bank account[219]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2024, which may adversely affect investor confidence[169]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination[186]. Extensions and Financing - The company may seek further extensions of the Combination Period, requiring stockholder approval and potential redemptions[78]. - The company entered into the Flybondi Business Combination Agreement on October 19, 2023, which involves the acquisition of Flybondi shares and a merger with Merger Sub[205]. - An aggregate of $21,760 has been deposited into the Trust Account to extend the Combination Period to March 5, 2025 under the Third Extension Promissory Note[202]. - 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]. - The company issued the Second Extension Promissory Note 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 issued the Third Extension Promissory Note 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]. - The total amount deposited into the Trust Account under the Extension Promissory Notes reached $1,011,263 by December 31, 2024[225]. Company Operations and Management - 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 is classified as a blank check company, limiting its operations to searching for target businesses to acquire, which may result in claims primarily from vendors and prospective target businesses[147]. - The company has two executive officers, Enrique Klix and Oliver Matlock, who are not obligated to devote specific hours to the company's affairs until the initial Business Combination is completed[152]. - The company is required to file periodic reports with the SEC, including annual and quarterly reports, which will contain audited financial statements[153]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[158]. - The company may remain an emerging growth company until the earlier of five years post-IPO or achieving total annual gross revenue of at least $1.235 billion[160]. Risks and Challenges - The company faces competition from other SPACs, private equity groups, and public companies in identifying and acquiring target businesses, which may limit its ability to acquire larger targets[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]. - The company may attempt to complete multiple Business Combinations simultaneously if the initial Business Combination is not consummated, increasing costs and risks[164]. - The company may face challenges in completing an initial Business Combination due to adverse developments in the financial services industry and economic uncertainty[167]. - Cybersecurity risks remain a concern, as the company lacks significant investments in data security protection[174].
Integral Acquisition Corporation 1(INTEU) - 2024 Q4 - Annual Report