Integral Acquisition 1(US:INTE)2022-05-16 21:21Part I. Financial Information Financial Statements The company, a blank check entity, reported a net loss of $1.28 million for the three months ended March 31, 2022, driven by operating costs and an unrealized loss on its Forward Purchase Agreement liability, with assets primarily held in a trust account Condensed Balance Sheets Condensed Balance Sheet Data (as of March 31, 2022) | Category | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | Assets | | | | Cash | $950,360 | $1,309,165 | | Investments held in trust account | $116,747,688 | $116,733,409 | | Total Assets | $118,116,758 | $118,482,043 | | Liabilities & Stockholders' Deficit | | | | Total liabilities | $8,175,786 | $7,263,587 | | Class A common stock subject to possible redemption | $116,725,000 | $116,725,000 | | Total stockholders' deficit | $(6,784,028) | $(5,506,544) | Condensed Statements of Operations Condensed Statement of Operations (Unaudited) | Metric | Three Months ended March 31, 2022 | Period from Feb 16, 2021 (inception) to Mar 31, 2021 | | :--- | :--- | :--- | | Formation and operating costs | $286,206 | $18,048 | | Unrealized loss on change in fair value of Forward Purchase Agreement liability | $(1,005,557) | — | | Interest income | $14,279 | — | | Net loss | $(1,277,484) | $(18,048) | Condensed Statements of Cash Flows Condensed Statement of Cash Flows (Unaudited) | Metric | Three Months ended March 31, 2022 | Period from Feb 16, 2021 (inception) to Mar 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(358,805) | — | | Net cash provided by financing activities | — | $25,000 | | Net change in cash | $(358,805) | $25,000 | | Cash, end of the period | $950,360 | $25,000 | Notes to Unaudited Condensed Financial Statements - The company is a blank check company formed to effect a business combination and has not yet selected a target, with 18 months from its IPO (until May 5, 2023) to complete a business combination2234 - On November 5, 2021, the company completed its IPO of 11.5 million units at $10.00 per unit, generating $115 million in gross proceeds, with $116.725 million placed in a trust account2528 - Management has determined that mandatory liquidation if a business combination is not consummated raises substantial doubt about the company's ability to continue as a going concern41 - The Forward Purchase Agreement (FPA) liability is re-measured at fair value each period, with its fair value at March 31, 2022, being $2,013,491, an increase of $1,005,557 from December 31, 202160113 Management's Discussion and Analysis of Financial Condition and Results of Operations As a blank check company with no operations, the company incurred a net loss of $1.28 million for the three months ended March 31, 2022, primarily from operating costs and an unrealized loss on its Forward Purchase Agreement liability, while facing a going concern risk due to its business combination deadline - The company is a newly organized blank check company formed to effect a business combination117 Results of Operations | Period | Net Loss | Key Components | | :--- | :--- | :--- | | Q1 2022 | $1,277,484 | Operating costs ($286,206), Unrealized loss on FPA liability ($1,005,557), offset by interest income ($14,279) | | Inception to Mar 31, 2021 | $18,048 | Formation and operating costs | - As of March 31, 2022, the company held approximately $1.0 million in its operating bank account and $1.1 million in working capital123 - Substantial doubt about the company's ability to continue as a going concern exists due to the mandatory liquidation requirement if a business combination is not consummated by May 5, 2023125 - The company has a contractual obligation to pay its Sponsor $20,000 per month for administrative support and a deferred underwriting commission of $6,050,000 payable upon completion of an Initial Business Combination131136 Quantitative and Qualitative Disclosures Regarding Market Risk The company has limited market risk exposure, as IPO proceeds in the Trust Account are invested in short-term U.S. government treasury bills or money market funds, mitigating interest rate risk - The company's efforts are limited to organizational activities and searching for a business combination target, with no revenue generation or hedging activities154 - Funds held in the Trust Account are invested in short-term U.S. government treasury obligations, resulting in no material exposure to interest rate risk155 Controls and Procedures Management concluded that disclosure controls and procedures were ineffective as of March 31, 2022, due to a material weakness in fair value calculations and unrecorded liabilities, with remediation efforts planned - Management concluded that disclosure controls and procedures were not effective as of March 31, 2022158 - The ineffectiveness stemmed from an identified material weakness related to errors in fair value calculation of certain financial instruments and unrecorded liabilities158 - No material changes in internal control over financial reporting occurred during the quarter159 Part II. Other Information Legal Proceedings The company has no legal proceedings to report - No legal proceedings to report162 Risk Factors The company faces risks from identified material weaknesses in internal controls related to fair value calculations and unrecorded liabilities, potentially impacting financial reporting accuracy and investor confidence - The company has identified material weaknesses in its internal control over financial reporting related to errors in fair value calculation and unrecorded liabilities163 - These weaknesses could adversely affect the ability to report financial conditions accurately and timely, potentially harming investor confidence and the business163165 Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities or use of proceeds for the period - No unregistered sales of equity securities or use of proceeds to report167 Defaults Upon Senior Securities The company reports no defaults upon senior securities - No defaults upon senior securities to report168 Mine Safety Disclosures This item is not applicable to the company - This item is not applicable to the company169 Other Information The company reports no other information - No other information to report170 Exhibits This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including officer certifications required by the Sarbanes-Oxley Act and Inline XBRL data files - Exhibits filed with the report include officer certifications (31.1, 31.2, 32.1, 32.2) and various Inline XBRL documents (101 series)172 Signatures