Financial Position - As of March 31, 2023, the company had approximately $0.4 million in its operating bank account and working capital of approximately $0.5 million[117]. - The company has no long-term debt obligations or capital lease obligations as of March 31, 2023[125]. - The company has raised approximately $60.8 million from Anchor Investors in the IPO, with no assurance that these investors will retain their units[131]. Income and Loss - The company generated net income of $451,060 for the three months ended March 31, 2023, consisting of trust interest income of $799,894 and unrealized gain on the trust account of $451,512, offset by operating costs of $328,220[123]. - The company reported a net loss of $1,277,484 for the three months ended March 31, 2022, primarily due to operating costs of $286,206 and an unrealized loss on the change in the fair value of the FPA liability of $1,005,557[124]. IPO and Business Combination - 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 a price of $10.00 per unit[113]. - The company has until November 3, 2023, to consummate a Business Combination, after which it will face mandatory liquidation if unsuccessful[118]. - The company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[122]. Expenses and Fees - The company incurred total administrative fees of $60,000 for the three months ended March 31, 2023, compared to $40,000 for the same period in 2022[126]. Stock and Share Transactions - 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[133]. - The purchase price for forward purchase shares may be reduced to $9.20 per share if certain conditions are met, including the sale of more than 50% of public units purchased in the IPO[134]. - Management assumes that a PIPE would be priced below $9.20 per share only 5% of the time, with an expected price of $9.00 per share when priced below $9.20[136]. - The company has issued 3,000,000 forward purchase shares, which are classified as liabilities and subject to re-measurement at each balance sheet date[139]. - All 11,500,000 common stock sold in the IPO contain a redemption feature, requiring classification outside of permanent equity due to SEC guidance[140]. - The company recognizes changes in redemption value immediately, adjusting the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period[141]. Internal Controls and Procedures - The company has identified material weaknesses in its disclosure controls and procedures, particularly related to fair value calculations and unrecorded liabilities[149]. - Management plans to enhance internal controls and procedures, including consulting with third-party professionals regarding complex accounting applications[150]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, acknowledging inherent limitations[151]. - There were no changes in internal control over financial reporting that materially affected the company's internal control during the fiscal quarter ended March 31, 2023[152]. Tax Implications - The company is subject to a new 1% excise tax on stock repurchases as per the Inflation Reduction Act of 2022, which may affect its cash available for Business Combination[120].
Integral Acquisition 1(INTE) - 2023 Q1 - Quarterly Report