Integral Acquisition 1(INTE) - 2023 Q3 - Quarterly Report

Financial Performance - As of September 30, 2023, the company reported a net income of $688,152 for the three months ended, driven by trust interest income of $412,108 and an unrealized gain on the change in the fair value of the FPA liability of $818,251[188]. - For the nine months ended September 30, 2023, the company achieved a net income of $593,361, with trust interest income amounting to $2,329,140[189]. - The company has recorded total administrative fees of $60,000 and $180,000 for the three and nine months ended September 30, 2023, respectively[202]. Initial Public Offering (IPO) Details - The company had total offering costs of $10,757,787 during its Initial Public Offering, with $10,247,056 charged to temporary equity[166]. - The underwriters waived the right to receive a deferred underwriting commission of $6,050,000, which was recorded to accumulated deficit[207]. - 11,500,000 shares of Common Stock sold in the IPO have a redemption feature, classified outside of permanent equity due to SEC guidance[217]. Shareholder Activity - On May 3, 2023, stockholders redeemed 8,470,059 Public Shares for a total of $87,843,748, approximately $10.37 per share[170]. - Holders of 8,470,059 shares of Class A Common Stock redeemed their shares for an aggregate amount of $87,843,748, resulting in a 1% Excise Tax liability of $878,437 recorded on the balance sheet[199]. Compliance and Regulatory Matters - The company received a First Nasdaq Notice on June 28, 2023, indicating that its Market Value of Listed Securities (MVLS) was below the required $50 million for continued listing[172]. - On October 24, 2023, the company received a Second Nasdaq Notice for not maintaining at least 400 total holders, with a compliance deadline of December 8, 2023[179]. Business Combination and Future Plans - The company entered into a Business Combination Agreement with Flybondi on October 19, 2023, which involves merging with Merger Sub and becoming a wholly-owned subsidiary of FB Parent[176]. - The company has agreed to make monthly deposits of $105,000 into the Trust Account until November 3, 2023, to facilitate the completion of an initial Business Combination[171]. - The company has a mandatory liquidation date of November 5, 2024, if a Business Combination is not consummated by that date[196]. Financial Position and Capital Structure - As of September 30, 2023, the company had $41,740 in its operating bank account and a working capital deficit of $2,208,523[193]. - The company borrowed $355,000 under the First Extension Promissory Note and $165,000 under the WCL Promissory Note as of September 30, 2023[195][196]. - The company has no long-term debt obligations or capital lease obligations[201]. - The company has a working capital strategy that includes the issuance of Private Placement Warrants, generating gross proceeds of $4,950,000[194]. Stock and Warrants - The carrying value of redeemable Common Stock is adjusted to equal the redemption value at the end of each reporting period[218]. - Net loss per share of Common Stock is the same as basic loss per share, with no dilutive securities affecting the calculation for the periods presented[219]. - 10,700,000 warrants issued in connection with the IPO are classified as equity and measured at fair value[220]. Accounting and Reporting - Management does not anticipate any material effect from recently issued accounting pronouncements on the financial statements[221]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures[222]. Tax Implications - The Inflation Reduction Act imposes a 1% Excise Tax on stock repurchases, which may affect the company's cash available for Business Combinations[197][198]. - The purchase price for each Forward Purchase Agreement (FPA) Share is $10.00, with a potential discounted price of $9.20 or an 8% discount to the PIPE price[219]. - Management assumes a PIPE would be priced below $9.20 per share only 5% of the time, with an expected price of $9.00 when below $9.20[219].