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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
v3.23.3
Document and Entity Information
Dec. 08, 2023
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Entity File Number 001-41006
Entity Tax Identification Number 86-2148394
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Entity Address, City or Town New York
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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
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