Integral Acquisition 1(US:INTE)2023-03-31 21:13IPO and Financial Proceeds - The company completed its initial public offering on November 5, 2021, selling 11,500,000 units at $10.00 per unit, generating gross proceeds of $115,000,000[26]. - A total of $116,725,000 was placed in the trust account, comprised of $113,000,000 from the IPO and proceeds from the private placement warrants[28]. - The company has approximately $112 million in trust funds available for a business combination after paying $6.05 million in deferred underwriting fees[66]. - The company anticipates gross proceeds of up to $30 million if all forward purchase shares are purchased at $10.00 per share, or up to $27.6 million if purchased at $9.20 per share[66]. - The private placement of 4,950,000 warrants generated gross proceeds of $4,950,000, which have satisfied the company's liquidity needs post-IPO[156]. - The total offering costs incurred during the IPO amounted to $10,757,787, with $10,247,056 charged to temporary equity[185]. Business Combination and Deadlines - The company must complete its initial business combination by May 5, 2023, or face termination and liquidation of the trust account[29]. - The company filed a preliminary proxy statement on March 24, 2023, to extend the business combination deadline to November 3, 2023[30]. - 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[58]. - The company has until May 5, 2023, to consummate a business combination, after which mandatory liquidation and dissolution will occur if not completed[161]. - If the initial business combination is not completed, the redemption price per share is expected to be approximately $10.23, based on the trust account balance[108]. - The completion of the initial business combination is contingent upon obtaining stockholder approval, requiring a majority vote[86]. Financial Performance and Risks - As of December 31, 2022, the company had a net loss of $1,442,314, which included a loss from operations of $1,120,668 and interest income of $1,271,533[167]. - The company has not commenced any operations and has generated no operating revenues since its inception on February 16, 2021[166]. - There is substantial doubt about the company's ability to continue as a "going concern" due to the potential mandatory liquidation[161]. - Recent increases in inflation and interest rates may complicate the company's ability to complete an initial business combination[137]. - The funds in the trust account are subject to claims from creditors, which could affect the amount available to public stockholders upon liquidation[157]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2022, which could adversely affect investor confidence[160]. Management and Experience - The Chief Executive Officer has over 30 years of international experience, leading transactions with an aggregate value exceeding $30 billion[212]. - The Chief Financial Officer has over 20 years of experience in financial advisory and restructuring, previously serving as a partner at KordaMentha[215]. - Stuart Hutton served as CFO at Orora, playing a key role in the sale of Orora's Australasian Fibre business for AU$1.7 billion[217]. - Niraj Javeri has extensive experience in private equity and investment banking, having worked with KKR and Goldman Sachs[219]. - Lynne Thornton co-founded Groundfloor, a PropTech business, and has 15 years of experience in funds management[220]. Internal Controls and Compliance - Management identified material weaknesses in internal controls over financial reporting, particularly in fair value calculations and unrecorded liabilities[198]. - Remediation steps have been implemented to improve internal controls, including enhanced review processes and consultation with third-party professionals[204]. - The company does not expect its disclosure controls and procedures to prevent all errors or instances of fraud, acknowledging inherent limitations[201]. - Management assessed the effectiveness of internal controls as of December 31, 2022, and determined they were not effective[203]. - The company plans to enhance internal controls and procedures over time, with no assurance that these initiatives will fully address the identified weaknesses[200]. Redemption and Stockholder Rights - Public stockholders must submit a written request for redemption two business days prior to the vote on the initial business combination[99]. - A public stockholder may not seek redemption rights for more than 15% of the shares sold in the initial public offering without prior consent, aimed at preventing stockholder manipulation[94]. - The company will provide public stockholders with the opportunity to redeem shares either through a stockholder meeting or a tender offer, depending on various factors[84]. - If the company conducts redemptions under tender offer rules, the offer will remain open for at least 20 business days[89]. - The company has entered into agreements with initial stockholders to waive their redemption rights concerning founder shares and public shares[81]. Market and Competitive Landscape - The company targets technology-oriented businesses in Australia and New Zealand, focusing on sectors like artificial intelligence, cybersecurity, and quantum computing[41]. - The management team has extensive experience and relationships in Australia and New Zealand, providing a competitive advantage in identifying investment opportunities[42]. - The company faces competition from other entities, including special purpose acquisition companies and private equity groups, which may limit its ability to acquire larger target businesses[123]. - Australia has a nominal GDP of $1.72 trillion in 2022, growing at an average annual compound growth rate of 3.8% through 2027[31]. - New Zealand's GDP was $242.7 billion in 2022, with a projected growth rate of 4.8% per annum through 2027[31].