QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
☐ | Large accelerated filer | ☐ | Accelerated filer | |||
☒ | Non-accelerated filer |
Smaller reporting company | ||||
Emerging growth company |
Page |
||||||
1 | ||||||
Item 1. |
1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2. |
18 | |||||
Item 3. |
23 | |||||
Item 4. |
24 | |||||
25 | ||||||
Item 1. |
25 | |||||
Item 1A. |
25 | |||||
Item 2. |
25 | |||||
Item 3. |
25 | |||||
Item 4. |
25 | |||||
Item 5. |
25 | |||||
Item 6. |
25 | |||||
26 |
March 31, 2022 |
December 31, 2021 |
|||||||
(Unaudited) |
||||||||
Assets |
||||||||
Cash |
$ | $ | ||||||
Prepaid expense |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Investments held in trust account |
||||||||
Other noncurrent assets |
||||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
||||||||
Current liabilities: |
||||||||
Accrued offering costs and expenses |
$ | $ | ||||||
Franchise tax payable |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Deferred underwriting commission |
||||||||
Forward Purchase Agreement liability |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
Commitments and Contingencies (Note 6) |
||||||||
Class A common stock subject to possible redemption, |
||||||||
Stockholders’ Deficit |
— | |||||||
Preferred stock, $ |
||||||||
Class A common stock, $ |
||||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total stockholders’ deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit |
$ |
$ |
||||||
|
|
|
|
For the Three Months ended March 31, 2022 |
For the period from February 16, 2021 (inception) through March 31, 2021 |
|||||||
Formation and operating costs |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Other income (expense) |
||||||||
Unrealized loss on change in fair value of Forward Purchase Agreement liability |
( |
) | ||||||
Interest income |
||||||||
|
|
|
|
|||||
Total other loss |
( |
) | ||||||
|
|
|
|
|||||
Net loss |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per common stock subject to redemption |
$ | ( |
) | $ | ||||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, non-redeemable common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per non-redeemable common stock |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Additional |
Total |
|||||||||||||||||||
Common stock |
Paid-in |
Accumulated |
Stockholders’ |
|||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||
Balance as of December 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of March 31, 2022 (unaudited) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Additional |
Total |
|||||||||||||||||||
Common stock |
Paid-in |
Accumulated |
Stockholder’s |
|||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Equity |
||||||||||||||||
Balance as of February 16, 2021 (inception) |
$ |
$ | $ | $ | ||||||||||||||||
Common stock issued to Sponsors |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of March 31, 2021 (unaudited) |
$ | $ | $ | ( |
) | $ | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, |
For the period from February 16, 2021 (inception) through March 31, |
|||||||
2022 |
2021 |
|||||||
Cash flows from Operating Activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Formation costs paid by Sponsor in exchange for issuance of Class B common shares |
||||||||
Unrealized loss on change in fair value of Forward Purchase Agreement liability |
||||||||
Interest earned on investments held in Trust Account |
( |
) | ||||||
Changes in current assets and current liabilities: |
||||||||
Prepaid expenses |
||||||||
Accrued offering costs and expenses |
||||||||
Due to related party |
( |
) | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ||||||
|
|
|
|
|||||
Cash flows from Financing Activities: |
||||||||
Proceeds from issuance of Founder Shares |
||||||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Net change in cash |
( |
) | ||||||
Cash, beginning of the period |
||||||||
|
|
|
|
|||||
Cash, end of the period |
$ | $ | ||||||
|
|
|
|
|||||
Supplemental disclosure of noncash investing and financing activities: |
||||||||
Deferred offering costs paid by Sponsor in promissory note |
$ | $ | ||||||
|
|
|
|
Proceeds from IPO |
$ | |||
Less: Proceeds allocated to Public Warrants |
( |
) | ||
Class A common stock issuance costs |
( |
) | ||
Plus: |
||||
Remeasurement of carrying value to redemption value |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ | |||
|
|
Three Months Ended March 31, 2022 |
For the Period from February 16, 2021 (Inception) Through March 31, 2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net loss per share |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net loss, as adjusted |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average shares outstanding |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) |
• | to $9.20 if the aggregate purchase price paid by the forward purchaser at $10.00 per share would exceed the lesser of (i) a specified dollar amount and (ii) a specified percentage of the aggregate purchase price paid by the purchasers of the SPAC’s Class A common stock in private placements that occur on or prior to the date of the SPAC’s initial business combination (“PIPEs”); |
• | and to below $9.20 if the price per share in any PIPE is less than $9.20 (in which case the price per share paid by the forward purchaser will be at an 8 discount from the price per share in such PIPE). % |
• | Each forward purchase share is one share of the Company’s Class A common stock. No payment is due from the forward purchaser until immediately before the initial business combination. The purchase price is $10.00 per forward purchase share, subject to the discounted purchase price. The discounted purchase price is either at $9.20 per share or at an |
• | The conditions upon obtaining a $9.20 purchase price are within the control of the holder of the forward purchase share (the “FPA holder”) because the FPA holder will control the aggregate purchase price of the forward purchase shares to be purchased by the FPA holder and, in the case of the forward purchaser that is expected to purchase public units, such forward purchaser and its affiliates will control whether such forward purchaser and its affiliates sell or redeem more than |
• | Management assumed a PIPE would be priced below $9.20 per share only |
• | In whole and not in part; |
• | at a price of $ |
• | upon not less than “30-day period”) to each warrant holder; and |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ |
Amortized Cost and Carrying Value |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
March 31, 2022 |
U.S. Treasury Securities |
$ | $ | ( |
) | $ | ||||||||||||
December 31, 2021 |
U.S. Treasury Securities |
$ | $ | ( |
) | $ | ||||||||||||
|
|
|
|
|
|
|
|
Level 1 |
Level 2 |
Level 3 |
||||||||||
Assets |
||||||||||||
Investments held in Trust Account—U.S. Treasury |
$ | $ | $ | |||||||||
Liabilities |
||||||||||||
FPA |
$ | $ |
$ |
Level 1 |
Level 2 |
Level 3 |
||||||||||
Assets |
||||||||||||
Investments held in Trust Account—U.S. Treasury |
$ | $ |
$ | |||||||||
Liabilities |
||||||||||||
FPA |
$ | $ |
$ |
Input |
March 31, 2022 |
December 31, 2021 |
||||||
Probability of successful business combination |
% | % | ||||||
Likelihood by 4/30/2022 |
% | % | ||||||
Likelihood by 4/30/2023 |
% | % | ||||||
Likelihood by 10/31/2023 |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Stock price |
$ | $ | ||||||
Estimated term remaining (years) |
Fair Value at December 31, 2021 |
$ | |||
Change in fair value |
||||
Fair Value at March 31, 2022 |
$ |
• | to $9.20 if the aggregate purchase price paid by the forward purchaser at $10.00 per share would exceed the lesser of (i) a specified dollar amount and (ii) a specified percentage of the aggregate purchase price paid by the purchasers of the SPAC’s Class A common stock in private placements that occur on or prior to the date of the SPAC’s initial business combination (“PIPEs”); |
• | and to below $9.20 if the price per share in any PIPE is less than $9.20 (in which case the price per share paid by the forward purchaser will be at an 8% discount from the price per share in such PIPE). |
• | Each forward purchase share is one share of the Company’s Class A common stock. No payment is due from the forward purchaser until immediately before the initial business combination. The purchase price is $10.00 per forward purchase share, subject to the discounted purchase price. The discounted purchase price is either at $9.20 per share or at an 8% discount to the PIPE price if the PIPE is priced below $9.20. |
• | The conditions upon obtaining a $9.20 purchase price are within the control of the holder of the forward purchase share (the “FPA holder”) because the FPA holder will control the aggregate purchase price of the forward purchase shares to be purchased by the FPA holder and, in the case of the forward purchaser that is expected to purchase public units, such forward purchaser and its affiliates will control whether such forward purchaser and its affiliates sell or redeem more than 50% of the public units (or, following the separate trading of the public shares and the public warrants, the public shares) on or prior to the initial business combination. The FPA holder that is expected to purchase public units is assumed to have no negative economic impact from not selling or redeeming more than 50% of the public units (or, following the separate trading of the public shares and the public warrants) on or prior to the initial business combination since such forward purchaser would be selling at market price, without knowledge of future pricing, so that not selling or redeeming and realizing the 8% discount to market price on its future purchase is actually a positive feature to such FPA holder. Therefore, the Company’s management assumed that the likelihood of the FPA holder to have a $10.00 purchase price is de minimus. |
• | Management assumed a PIPE would be priced below $9.20 per share only 5% of the time and would be priced at $9.00 per share when it is priced below $9.20 per share. |
* | Filed herewith. |
INTEGRAL ACQUISITION CORPORATION 1 | ||||||
Date: May 16, 2022 | /s/ Enrique Klix | |||||
Name: | Enrique Klix | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: May 16, 2022 | /s/ Brittany Lincoln | |||||
Name: | Brittany Lincoln | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |