UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 27, 2023
Integral Acquisition Corporation 1
(Exact name of registrant as specified in its charter)
Delaware | 001-41006 | 86-2148394 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
667 Madison Avenue
New York, New York
(Address of principal executive offices)
10065
(Zip Code)
Registrant’s telephone number, including area code: (212) 209-6132
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one Redeemable Warrant | INTEU | The Nasdaq Stock Market LLC | ||
Class A common stock, $0.0001 par value | INTE | The Nasdaq Stock Market LLC | ||
Redeemable Warrants, each whole warrant exercisable for one Class A Common Stock at an exercise price of $11.50 | INTEW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.08. | Shareholder Director Nominations. |
(a) To the extent applicable, the information in Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01. | Other Events. |
On September 27, 2022, Integral Acquisition Corporation 1 (the “Company”) determined that a special meeting of its stockholders will be held in lieu of its 2022 Annual Meeting of Stockholders (the “Meeting”) on or around Friday, October 27, 2023. The time and location of the Meeting will be as set forth in the Company’s definitive proxy statement for the Meeting to be filed with the Securities and Exchange Commission (the “SEC”). Pursuant to the Company’s bylaws (the “Bylaws”), stockholders seeking to bring business before the Meeting or to nominate candidates for election as directors at the Meeting must deliver such proposals or nominations to the Company c/o Ellenoff, Grossman & Scholle LLP at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, Attention: Jonathan Deblinger, Esq., no later than October 7, 2023. Any stockholder proposal or director nominations must also comply with the requirements of Delaware law, the rules and regulations promulgated by the SEC and the Bylaws.
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: September 27, 2023