8-K
filed November 8, 2023, 6:59 PM ET
CIK 0001850262
other material
confidence high
sentiment neutral
materiality 0.70
SPAC Integral Acquisition Corp 1 extends deadline to Nov 2024; $19.8M redeemed
Integral Acquisition Corp 1
- Stockholders approved extension of business combination deadline from Nov 3, 2023 to Nov 5, 2024.
- In connection with approval, 1,831,599 public shares redeemed at ~$10.79 per share for ~$19.76M.
- Sponsor converted 2,874,999 Class B shares to Class A, now holds ~70.6% of outstanding Class A.
- Company issued up to $359,503 promissory note to sponsor to fund monthly trust deposits for extension.
- Trust investments liquidated into interest-bearing account at JPMorgan Chase pending business combination.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Integral Acquisition Corp 1: Charter amended to extend deadline to consummate a business combination by one year, from November 3, 2023 to November 5, 2024, and to allow Class B common stock holders to convert on a one-for-one basis before the business combination closes (effective 2023-11-02).
- Change
- charter amendment
- Effective
- 2023-11-02
Exact text from the filing
At the Meeting, the Charter Amendment Proposals (as defined below) to further amend the Charter (the “ Charter Amendment ”) were approved. Under Delaware law, the Charter Amendment took effect upon the filing of the Charter Amendment with the Secretary of State of the State of Delaware on November 2, 2023.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Integral Acquisition Corp 1 entered into Note with Integral Sponsor LLC valued at up to $359,502.60 (effective 2023-11-08).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Integral Sponsor LLC
- Value
- up to $359,502.60
- Effective
- 2023-11-08
Exact text from the filing
issued a promissory note (the “ Note ”) in the aggregate principal amount of up to $359,502.60 to Integral Sponsor LLC, a Delaware limited liability company (the “ Sponsor ”)
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Integral Acquisition Corp 1 shareholders approved Founder Share Amendment Proposal - amend Charter to provide for right of Class B Common Stock holder to convert shares into Class A Common Stock on one-for-one basis prior to business combination closing.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
The following is a tabulation of the votes with respect to the Founder Share Amendment Proposal, which was approved by the Company's stockholders: For Against Abstain Broker Non-Votes 4,893,123 10 0 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Integral Acquisition Corp 1 shareholders approved Re-election of Lynne Thorton as Class I director.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
The following is a tabulation of the votes with respect to the re-election of Lynne Thorton as a Class I director of the Board, who was elected by the Company's stockholders: Name For Withheld Broker Non-Votes Lynne Thornton 4,878,922 14,211 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Integral Acquisition Corp 1 shareholders approved Extension Amendment Proposal - amend Charter to extend business combination deadline from November 3, 2023 to November 5, 2024.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
The following is a tabulation of the votes with respect to the Second Extension Amendment Proposal, which was approved by the Company's stockholders: For Against Abstain Broker Non-Votes 4,892,070 1,063 0 0
View on SEC.gov
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