Integral Acquisition 1(INTE) - 2022 Q2 - Quarterly Report

IPO and Fundraising - The company completed its initial public offering (IPO) on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit, including the underwriters' over-allotment option [121]. - The company generated gross proceeds of $4,950,000 from the private placement of 4,950,000 warrants at $1.00 per warrant [122]. - Crescent Park and Carnegie Park have agreed to purchase up to 2,500,000 and 500,000 shares of Class A common stock, respectively, at a price of $10.00 per share, potentially generating gross proceeds of up to $30,000,000 [143]. - The purchase price for forward purchase shares may be reduced to $9.20 per share under certain conditions, including if the forward purchaser sells more than 50% of the public units purchased in the IPO [144]. - The total offering costs for the IPO amounted to $10,757,787, with $10,247,056 charged to temporary equity and $510,731 included in equity [148]. Financial Performance - As of June 30, 2022, the company reported a net loss of $1,474,316 for the six months ended, primarily due to operating costs of $540,090 and an unrealized loss on the fair value of the FPA liability of $990,062 [132]. - The company has not generated any revenues since its inception on February 16, 2021, and has engaged in limited operations [157]. - The company has not commenced any operations and has not generated any revenues to date, with future income expected to come from interest on funds held in the Trust Account [130]. - The net loss per common share is calculated by dividing net loss by the weighted average number of common stocks outstanding, with no dilutive securities affecting the calculation [153]. Financial Position - The company had approximately $0.7 million in its operating bank account and working capital of approximately $1.0 million as of June 30, 2022 [126]. - The company has no long-term debt obligations or capital lease obligations as of the reporting date [134]. - The company incurred total administrative fees of $100,000 for the six months ended June 30, 2022, under an agreement with the Sponsor [135]. Business Operations and Risks - The company has until May 5, 2023, to complete a business combination; otherwise, it will undergo mandatory liquidation and dissolution [128]. - The company is subject to risks related to the COVID-19 pandemic, which may impact its financial position and operations [129]. - The funds from the sale of forward purchase shares will be used for the initial Business Combination and working capital, independent of stockholder redemption percentages [147]. Share and Warrant Details - The company issued 10,700,000 warrants in connection with the IPO, which are classified as equity and measured at fair value [154]. - The company issued 3,000,000 forward purchase shares, classified as a liability at fair value, subject to re-measurement at each balance sheet date [149]. - All 11,500,000 common stocks sold in the IPO contain a redemption feature, requiring classification outside of permanent equity due to SEC guidance [150]. - The excess of the fair value of the Founder Shares acquired by Anchor Investors was recorded as an offering cost of $3,386,739 [142]. Management Assumptions - Management assumes that a PIPE would be priced below $9.20 per share only 5% of the time, with a typical price of $9.00 when below $9.20 [146].