Integral Acquisition 1(INTE) - 2021 Q4 - Annual Report

IPO and Financial Overview - 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[26]. - A total of $116.725 million was placed in a trust account, consisting of $113 million from the IPO proceeds and $4.95 million from the private placement of warrants[27]. - The total offering costs amounted to approximately $10.76 million, which included $2 million in underwriting commissions and $6.05 million in deferred underwriting commissions[149]. - As of December 31, 2021, the amount in the trust account was approximately $10.15 per public share[82]. - The company has not generated any revenues to date and will not do so until after the completion of its initial business combination[156]. - As of December 31, 2021, the company reported a net loss of approximately $371,561, primarily due to formation and operating costs[157]. - The company has no long-term debt obligations or capital lease obligations as of the reporting date[159]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[138]. - The company has placed $116.73 million of the IPO proceeds in a trust account, which can only be invested in U.S. government securities or money market funds[142]. - The net proceeds from the IPO have been invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[184]. Business Combination Strategy - The company aims to complete its initial business combination by May 5, 2023, which is 18 months post-IPO; failure to do so will result in termination and distribution of trust account amounts[28]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[55]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business[56]. - The company targets technology-oriented businesses in Australia and New Zealand, focusing on sectors such as AI, cybersecurity, and SaaS, which are expected to benefit from operational improvements and strategic acquisitions[40]. - The acquisition criteria include companies with sustainable market positions, significant competitive advantages, and potential for long-term revenue growth[51]. - The company believes there are numerous privately funded targets in Australia and New Zealand looking to exit via public markets over the next two years[39]. - The company has $110,675,000 available for a business combination after paying $6,050,000 in deferred underwriting fees[68]. - The company can raise up to $30,000,000 if all forward purchase shares are purchased at $10.00 per share, or up to $27,600,000 if purchased at $9.20 per share[68]. Risks and Challenges - The company may not have the resources to diversify its operations after the initial business combination, which could increase risk[69]. - The company has not secured third-party financing for its business combination and there is no assurance it will be available[68]. - The company may face competition from other entities, including special purpose acquisition companies and private equity groups, which may limit its ability to acquire larger target businesses[117]. - Trust account funds may not be protected against third-party claims or bankruptcy, potentially affecting the return to public stockholders[128]. - The company may not be able to select an appropriate target business or complete the initial business combination within the prescribed time frame[128]. Governance and Management - The management team has extensive experience and relationships in the region, providing a competitive advantage in identifying and executing business combinations[41]. - Mr. Klix has over 30 years of international experience, leading transactions with an aggregate value exceeding $30 billion[196]. - Ms. Lincoln has over 20 years of experience in financial advisory and restructuring, previously serving as a Partner at KordaMentha[197]. - The audit committee is chaired by Mr. Hutton, who is recognized as an "audit committee financial expert" by SEC standards[207]. - The company has adopted a code of ethics applicable to all directors, officers, and employees[217]. - The company has not established specific minimum qualifications for director nominees but considers various factors such as integrity and professional reputation[214]. - The company pays its Sponsor up to $20,000 per month for administrative and other services, with additional reimbursements for out-of-pocket expenses related to identifying potential target businesses[219]. Stockholder Rights and Redemption - Stockholder approval may not be required for certain types of transactions, such as asset purchases or stock purchases not involving a merger[75]. - A public stockholder must hold less than 15% of the shares sold in the initial public offering to exercise redemption rights without prior consent[94]. - The company will redeem public shares at a price equal to the aggregate amount in the trust account, including interest, divided by the number of outstanding public shares[101]. - The company intends to redeem public shares as soon as reasonably possible following May 5, 2023, if the initial business combination is not completed by that date[112]. - The company anticipates that funds for redemptions will be distributed promptly after the completion of the initial business combination[98]. - The redemption price for public stockholders will be based on the aggregate amount in the trust account, including interest earned[82]. - The company may conduct redemptions either through a stockholder meeting or a tender offer[84]. Compliance and Reporting - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[59]. - The company will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation materials[121]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2022, as mandated by the Sarbanes-Oxley Act[122]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to or after the initial business combination[123]. - All reports applicable to executive officers, directors, and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act for the year ended December 31, 2021[218].