Integral Acquisition Corp 1: debt financing — Integral Acquisition Corp 1 Extends Business Combination Deadline to Nov 2024, Converts Shares, Issues Note

Integral Acquisition Corp 1

Stockholders approved extension of business combination deadline from Nov 3, 2023 to Nov 5, 2024.
Company issued $359,502.60 promissory note to Sponsor to fund trust account for the extension.
Sponsor converted 2,824,999 Class B shares and Anchor Investor converted 50,000 Class B shares to Class A shares.
Public shareholders redeemed 1,831,599 shares at approx. $10.79 each for approx. $19.76 million.
Lynne Thornton re-elected as Class I director with 4,878,922 votes for.

item 1.01 item 2.03 item 3.02 item 5.03 item 5.07 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Integral Acquisition Corp 1 incurred debt of up to $359,502.60 with Integral Sponsor LLC.

Principal: up to $359,502.60
Counterparty: Integral Sponsor LLC
Event: incurrence

Exact text from the filing

of the Second Extension Amendment Proposal (as defined below), on November 8, 2023, Integral Acquisition Corporation 1, a Delaware corporation (the “ Company” ), 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” ), pursuant to which the Sponsor agreed to loan to the Company up to $359,502.60 to deposit into the Company’s trust account (the “ Trust Account” ) for the Company’s Class A common stock, par value $0.0001 per share (the “ Class A Common Stock” ), included in the units sold in the Company’s initial public offering (the “ IPO” , and such shares, the “ Public Shares” ) that were not redeemed in connection with the extension of the Company’s time to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar busines

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Integral Acquisition Corp 1: Stockholders approved amendments to the Charter to extend the business combination deadline from November 3, 2023 to November 5, 2024, and to allow Class B stockholders to convert shares to Class A shares on a one-for-one basis prior to a business combination (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.

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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
Counterparty: Integral Sponsor LLC
Value: up to $359,502.60
Effective: 2023-11-08

Exact text from the filing

On November 8, 2023, Integral Acquisition Corporation 1, a Delaware corporation (the “ Company” ), issued a promissory note (the “ Note” ) in the aggregate principal amount of up to $359,502.60 to Integral Sponsor LLC

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Integral Acquisition Corp 1 shareholders approved Founder Share Amendment Proposal – amend the Charter to provide for conversion of Class B Common Stock to Class A Common Stock on a 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

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Integral Acquisition Corp 1 shareholders approved Director Election Proposal – re-elect Lynne Thorton as a 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

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Integral Acquisition Corp 1 shareholders approved Extension Amendment Proposal – amend the Charter to extend the 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

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Source: SEC EDGAR

accession 0001193125-23-287702

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