IPO and Business Combination - 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 $10.00 per Unit[176]. - The Flybondi Business Combination Agreement was entered into on October 19, 2023, with a total consideration of up to $300 million, valued at $10.00 per share[183][187]. - The company plans to merge with Merger Sub, with each issued and outstanding security being converted into a substantially equivalent security of FB Parent[186]. - The company held a special meeting on March 28, 2025, where stockholders approved the Business Combination Agreement and related proposals[187]. - The company has until November 5, 2025, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed[210]. Financial Performance - As of March 31, 2025, the company had not commenced any operations and generated no revenues, with a net loss of $563,289 for the three months ended March 31, 2025, compared to a net loss of $260,035 for the same period in 2024[196][197]. - The company had $81,141 in its operating bank account and a working capital deficit of $8,933,445 as of March 31, 2025[199]. Stockholder Actions - Stockholders redeemed 348,502 shares of Class A Common Stock for approximately $3.94 million at a redemption price of about $11.31 per share[190]. - The company extended its Combination Period from November 5, 2024, to November 5, 2025, with stockholders redeeming 835,672 Public Shares for approximately $9.54 million[193]. - The company may seek further extensions of the Combination Period, which would require stockholder approval and could decrease the amount held in the Trust Account[194]. Trust Account and Financing - An aggregate of $21,760 has been deposited into the Trust Account to extend the Combination Period to June 5, 2025[180]. - The company issued the First Extension Promissory Note for up to $630,000 and agreed to make monthly deposits of $105,000 into the Trust Account until November 3, 2023[201]. - The company issued the Second Extension Promissory Note for up to $359,503 and will continue to deposit $29,959 into the Trust Account until November 5, 2024[203]. - The company issued the Third Extension Promissory Note for up to $130,561 and will deposit $10,880 into the Trust Account until November 5, 2025[204]. - The company has deposited an aggregate of $1,043,903 to fund the Trust Account under the Extension Promissory Notes through March 31, 2025[205]. - The company issued the 2023 Promissory Note for up to $1,500,000, which may be converted into warrants at a price of $1.00 per warrant[207]. - The company issued the 2024 Promissory Note for up to $3,000,000, with $759,493 owed as of March 31, 2025[208]. Regulatory and Market Status - The uncertain tax position related to the deduction of start-up and operating costs was resolved, with the company reporting $0 and $371,214 for this uncertainty as of March 31, 2025, and December 31, 2024, respectively[181]. - The company’s securities were delisted from Nasdaq and are now quoted on the OTC Pink Market under the symbols "INTE," "INTEW," and "INTEU"[182]. - Prior to the Initial Public Offering, the company satisfied liquidity needs through a loan of $252,950 and the issuance of 2,875,000 Class B Common Stock for gross proceeds of $25,000[200].
Integral Acquisition 1(INTE) - 2025 Q1 - Quarterly Report