IPO and Trust Account - The company completed its Initial Public Offering on November 5, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[30]. - A total of $116,725,000, including $113,000,000 from the IPO and part of the Private Placement proceeds, was placed in the Trust Account[32]. - The company has approximately $12,956,224 in the Trust Account as of December 31, 2023, available for a Business Combination[86]. - As of December 31, 2023, the amount in the Trust Account available for redemption was approximately $10.81 per Public Share[101]. - The Trust Account is expected to return approximately $10.81 per Public Share upon liquidation if the initial Business Combination is not completed, before taxes and potential dissolution expenses of up to $100,000[166]. Business Combination Agreement - The company entered into a Business Combination Agreement with Flybondi on October 19, 2023, which includes a Share Exchange valued at up to $300,000,000[34][39]. - Each Flybondi Share will be exchanged for FB Parent ordinary shares valued at $10.00 per share, contingent on participation from all holders of Flybondi Shares[39]. - The company must complete its initial Business Combination by November 5, 2024, or face termination and distribution of Trust Account amounts[33]. - The Flybondi Business Combination Agreement includes customary representations and warranties, and covenants to operate businesses in the ordinary course[42]. - The proposed Business Combination is subject to stockholder approval and regulatory approvals, including antitrust laws[49]. Management and Strategy - The management team has extensive experience in identifying and creating shareholder value in technology-oriented companies in Australia and New Zealand[27]. - The company aims to identify a Business Combination with a scalable technology company in Australia and/or New Zealand, focusing on sectors like artificial intelligence, cybersecurity, and software-as-a-service[68]. - The management team leverages a broad network and industry knowledge to access a wide spectrum of acquisition opportunities, enhancing the potential for successful Business Combinations[69]. - The company has identified criteria for evaluating target businesses, including competitive advantages and a capable management team[77]. Financial Position and Operations - The net income for the year ended December 31, 2023, was $1,527,595, with operating costs of $2,414,736 and interest income from the Trust Account of $2,742,369[210]. - As of December 31, 2023, the company had a working capital deficit of $3,274,174 and $75,891 in its operating bank account[213]. - The company has not commenced any operations and has not generated any revenues to date[209]. - There is substantial doubt about the company's ability to continue as a going concern if a Business Combination is not consummated by November 5, 2024[222]. Stockholder and Redemption Rights - Public Stockholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[115]. - Redemption rights will be provided to Public Stockholders upon completion of the initial Business Combination, allowing them to redeem shares for cash[101]. - Public Stockholders who elect to redeem their shares must submit a written request two business days prior to the vote on the initial Business Combination[120]. - The company will redeem Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares if the initial Business Combination is not completed[123]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, including not being required to comply with auditor attestation requirements[144]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2023, which may adversely affect investor confidence and operating results[151]. - The company may face competition from other entities, including special purpose acquisition companies and private equity groups, which may have greater financial and technical resources[137]. - The SEC's adoption of the 2024 SPAC Rules may increase the costs and time needed to negotiate and complete an initial Business Combination[158]. Extensions and Amendments - The Combination Period has been extended from November 3, 2023, to November 5, 2024, following the approval of the Second Extension Amendment Proposal, with $19,763,618 removed from the Trust Account for redeeming stockholders[65]. - The company has received stockholder approval for the First Extension Amendment Proposal, which allowed for the extension of the initial Business Combination deadline, with $87,843,748 removed from the Trust Account for redemptions[64]. - The company is exploring further extensions of the Combination Period, which may require stockholder approval and could impact the Trust Account balance[66]. Challenges and Risks - The company may face significant challenges in completing an initial Business Combination due to increased competition and regulatory reviews, which could lead to higher costs and risks[20]. - Recent increases in inflation and interest rates could complicate the company's ability to consummate an initial Business Combination[20]. - Cybersecurity threats pose a risk to the company, as it relies on third-party digital technologies and lacks significant investments in data security protection[171]. - If deemed an investment company under the Investment Company Act, the company may face burdensome compliance requirements that could hinder its ability to complete an initial Business Combination[159].
Integral Acquisition 1(INTE) - 2023 Q4 - Annual Report