Form 8-K - Current report

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): December 8, 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 10065

(Address of principal executive offices, including 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 1.02

Termination of Material Definitive Agreement.

On December 8, 2023 and December 12, 2023, Integral Acquisition Corporation 1 (the “Company”) and each of Carnegie Park Capital LLC (“Carnegie Park”) and Crescent Park Management, L.P. (“Crescent Park” and, together with Carnegie Park, the “FPA Parties”) entered into agreements (collectively, the “FPA Termination Agreements”) to mutually terminate and cancel the forward purchase agreements, each dated as of August 23, 2021, by and between the Company and Carnegie Park and Crescent Park, respectively, pursuant to which the FPA Parties agreed to purchase up to 2,500,000 forward purchase shares in the case of Crescent Park and up to 500,000 forward purchase shares in the case of Carnegie Park, at $10.00 per share (as such price per share may be reduced to $9.20 per share or further reduced to below $9.20 per share with respect to all or part of the forward purchase shares), for gross proceeds up to $30,000,000 in the aggregate if all of the forward purchase shares are purchased at $10.00 per share (or up to $27,600,000 in the aggregate if all of the forward purchase shares are purchased at $9.20 per share or up to a lower amount in the aggregate if all of the forward purchase shares are purchased at less than $9.20 per share) in private placements that would occur concurrently with the consummation of the Company’s initial business combination.

The foregoing description is qualified in its entirety by reference to the FPA Termination Agreements, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 hereto and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		FPA Termination Agreement, dated December 8, 2023, by and between the Company and Carnegie Park.

10.2		FPA Termination Agreement, dated December 12, 2023, by and between the Company and Crescent Park.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 13, 2023

Exhibit 10.1

Integral Acquisition Corporation 1

667 Madison Avenue

New York, New York 10065

December 8, 2023

Carnegie Park Capital LLC

200 East 94th St #2109

New York NY 10128

Attention: Edward Chen

Re:

Termination of Forward Purchase Agreement

Dear Mr. Chen:

Pursuant to Section 8 of the forward purchase agreement (the “FPA”) by and between Integral Acquisition Corporation 1 (the “Company”) and Carnegie Park Capital LLC, dated August 23, 2021, this letter serves as the Company’s notice that it is terminating the FPA with an effective termination date of November 30, 2023. Except as specifically provided in the section labeled “General Provisions” in the FPA, the FPA is hereby deemed null, void and of no further force or effect, and all obligations and liabilities of the parties under the FPA or otherwise related to any proposed offering under the FPA are terminated. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain FPA.


Sincerely,

By:		/s/ Enrique Klix
Name:		Enrique Klix
Title:		Chief Executive Officer


Accepted: As of the date first written above

Carnegie Park Capital LLC

By:		/s/ Ted Chen
Name:		Ted Chen
Title:		Managing Partner

Exhibit 10.2

Integral Acquisition Corporation 1

667 Madison Avenue

New York, New York 10065

December 12, 2023

Crescent Park Management, L.P.

1950 University Ave, Suite 204

East Palo Alto, CA 94303

Attention: Eli Cohen and Sebastien Hutchinson

Re:

Termination of Forward Purchase Agreement

Dear Mr. Eli Cohen and Mr. Hutchinson:

Pursuant to Section 8 of the forward purchase agreement (the “FPA”) by and between Integral Acquisition Corporation 1 (the “Company”) and Crescent Park Management, L.P., dated August 23, 2021, this letter serves as the Company’s notice that it is terminating the FPA with an effective termination date of November 30, 2023. Except as specifically provided in the section labeled “General Provisions” in the FPA, the FPA is hereby deemed null, void and of no further force or effect, and all obligations and liabilities of the parties under the FPA or otherwise related to any proposed offering under the FPA are terminated. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain FPA.


Sincerely,

By:		/s/ Enrique Klix
Name:		Enrique Klix
Title:		Chief Executive Officer


Accepted: As of the date first written above

Crescent Park Management, L.P.

By:		/s/ Eli Cohen
Name:		Eli Cohen
Title:		Managing Partner

Document and Entity Information	Dec. 08, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	Integral Acquisition Corp 1
Amendment Flag	false
Entity Central Index Key	0001850262
Document Type	8-K
Document Period End Date	Dec. 08, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-41006
Entity Tax Identification Number	86-2148394
Entity Address, Address Line One	667 Madison Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10065
City Area Code	(212)
Local Phone Number	209-6132
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Units Each Consisting Of One Share Of Class A Common Stock 0.0001 Par Value And One Half Of One Redeemable Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one Redeemable Warrant
Trading Symbol	INTEU
Security Exchange Name	NASDAQ
Class 160 A Common Stock 0.0001 Par Value [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A common stock, $0.0001 par value
Trading Symbol	INTE
Security Exchange Name	NASDAQ
Redeemable Warrants Each Whole Warrant Exercisable For One Class A Common Stock At An Exercise Price Of 11.50 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Redeemable Warrants, each whole warrant exercisable for one Class A Common Stock at an exercise price of $11.50
Trading Symbol	INTEW
Security Exchange Name	NASDAQ