UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
As previously disclosed, on November 2, 2023, Integral Acquisition Corporation 1, a Delaware corporation (the “Company”) held a special meeting in lieu of an annual meeting of the Company’s stockholders, at which the stockholders approved, among other things, a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination from November 3, 2023 to November 5, 2024 (or such earlier date as determined by the Company’s board of directors) (the “Second Extension Amendment Proposal”).
In connection with the approval of the Second Extension Amendment Proposal, on November 8, 2023, the Company issued an unsecured promissory note (the “Second Extension Promissory Note”) in the principal amount of up to $359,503 to the Company’s sponsor, Integral Sponsor LLC, a Delaware limited liability company. The Second Extension Promissory Note bears no interest and is repayable in full upon the date of the consummation of a business combination or the Company’s liquidation. The Company has deposited and will continue to deposit $29,958.55 into the Company’s trust account (the “Trust Account”) for each calendar month (commencing on November 8, 2023 and ending on the 5th day of each subsequent month), or portion thereof, that is needed to complete a business combination until November 5, 2024. At December 31, 2023 and 2022, the Company had borrowings of $59,917 and $0, respectively, under the Second Extension Promissory Note.
To date in 2024, $119,834.2 has been deposited into the Trust Account pursuant to borrowings under the Second Extension Promissory Note for each month that has been needed to complete a business combination. On January 4, 2024, $29,958.55 was deposited into the Trust Account. On February 2, 2024, $29,958.55 was deposited into the Trust Account. On March 1, 2024, $29,958.55 was deposited into the Trust Account. On April 1, 2024, $29,958.55 was deposited into the Trust Account.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Integral Acquisition Corporation 1 | ||||||
| By: | /s/ Enrique Klix | |||||
| Name: | Enrique Klix | |||||
| Title: | Chief Executive Officer | |||||
| Dated: April 18, 2024 | ||||||