Integral Acquisition Corporation 1 (“Integral 1”), a blank check
company incorporated in Delaware, announced that it filed a
definitive proxy statement with the U.S. Securities and Exchange
Commission (the “SEC”) to seek stockholder approval to, among other
proposals, (1) extend the period of time the Company will have to
consummate its initial business combination by up to 6 months from
the current deadline of May 5, 2023 to November 3, 2023. For each
month of Extension, the Sponsor, or its designees, will deposit
additional funds into the Trust Account established in connection
with the Company’s IPO in an amount equal to the lesser of (i)
$0.035 per public share that is not redeemed and (ii) $105,000, up
to a maximum aggregate contribution of $630,000 for the full
6-month Extension. Each contribution plus the amount remaining in
the Trust Account is expected to be held in U.S. government
treasury obligations with a maturity of 185 days or less or in
money market funds investing solely in U.S. government treasury
obligations and meeting certain conditions under Rule 2a-7 under
the Investment Company Act of 1940, as amended. In order to
mitigate the risk of being viewed as operating an unregistered
investment company, the Company may, on or prior to the 24-month
anniversary of the effective date of the registration statement
relating to the IPO, hold all funds in the Trust Account in an
interest-bearing bank deposit account, which is currently expected
to yield interest of approximately 3.5% per annum.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR
Act”) was signed into federal law. The IR Act provides for, among
other things, a new U.S. federal 1% excise tax (the “Excise Tax”)
on certain repurchases of stock by publicly traded U.S. domestic
corporations occurring on or after January 1, 2023. The Excise Tax
is imposed on the repurchasing corporation itself, not its
stockholders from which shares are repurchased. The amount of the
Excise Tax is generally 1% of the fair market value of the shares
repurchased. However, for purposes of calculating the Excise Tax,
repurchasing corporations are permitted to net the fair market
value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the Excise Tax, including for
repurchases that occur in the same taxable year as the liquidation
of the corporation. The U.S. Department of the Treasury (the
“Treasury”) has been given authority to provide regulations and
other guidance to carry out and prevent the abuse or avoidance of
the Excise Tax. Any share redemption or other share repurchase that
occurs after December 31, 2022, in connection with the extension
vote or otherwise, may be subject to the Excise Tax. Whether and to
what extent we would be subject to the Excise Tax in connection
with the extension vote or otherwise will depend on a number of
factors, including (i) the fair market value of the redemptions and
repurchases in connection with the extension or otherwise, (ii) the
nature and amount of any equity issuances issued within the same
taxable year of any such redemptions or repurchases, and (iii) the
content of regulations and other guidance from the Treasury. In
addition, because the Excise Tax would be payable by us and not by
the redeeming holder, the mechanics of any required payment of the
Excise Tax have not been determined.
The special meeting of stockholders will be conducted via a live
webcast available at
https://www.cstproxy.com/integralacquisition1/2023 at 9:00 a.m.
Eastern Time on May 3, 2023. The Company encourages its
stockholders to vote in favor of the Extension and each other
proposal described in the definitive proxy statement.
The Company’s stockholders of record at the close of business on
the record date, March 24, 2023, are entitled to vote the shares of
common stock owned by them at the special meeting of stockholders.
Every stockholder’s vote is very important, regardless of the
number of shares held, and the Company requests the prompt
submission of votes.
Stockholders may vote online at
https://www.cstproxy.com/integralacquisition1/2023 by following the
instructions on their provided proxy card. If the shares are held
in an account at a brokerage firm or bank, stockholders must
instruct their respective broker or bank how to vote the shares, or
the stockholders may cast their vote online at
https://www.cstproxy.com/integralacquisition1/2023 by obtaining a
proxy from the respective brokerage firm or bank.
About Integral Acquisition Corporation 1
Integral Acquisition Corporation 1 is a blank check company
whose business purpose is to effect a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities. For more
information, please visit https://www.integralacquisition.com.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested
persons to read the definitive proxy statement dated April 12, 2023
(the “Extension Proxy Statement”), as well as other documents filed
by the Company with the SEC, because these documents contain
important information about the Company and the Extension. The
Extension Proxy Statement is being mailed to stockholders of the
Company as of a record date of March 24, 2023. Stockholders may
obtain copies of the Extension Proxy Statement, without charge, at
the SEC’s website at www.sec.gov or by directing a request to the
Company’s proxy solicitation agent at the following address and
telephone number:
Advantage Proxy, Inc.P.O. Box 13581Des Moines, WA
98198Attn: Karen SmithToll Free Telephone: (877) 870-8565Main
Telephone: (206) 870-8565E-mail: ksmith@advantageproxy.com
Stockholders may also obtain these documents by requesting them
from the Company via e-mail at info@integralacquisition.com.
Participants in Solicitation
The Company and its directors, executive officers and other
members of their management may be deemed to be participants in the
solicitation of proxies of the Company’s stockholders in connection
with the proposals described therein. Investors and security
holders may obtain more detailed information regarding the names,
affiliations and interests of the Company’s directors and officers
in the Extension Proxy Statement, which may be obtained free of
charge from the sources indicated above.
No Solicitation or Offer
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Extension and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of the
Company, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward Looking Statements
This press release includes forward-looking statements that
involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking
statements are subject to numerous risks, uncertainties,
assumptions and changes in circumstances that may cause actual
results to differ significantly from those expressed in any
forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without
limitation, uncertainties relating the Company’s ability to enter
into a definitive agreement with respect to a business combination,
stockholder approval of the Extension, the Company’s ability to
complete an initial business combination within the required time
period, the anticipated benefits of a business combination, the
volatility of the market price and liquidity of the Company’s
securities, proposed changes in SEC rules related to special
purpose acquisition companies, and other risks and uncertainties
indicated from time to time in Company’s filings with the SEC,
including the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022 as filed with the SEC on March 31,
2023 under the heading “Risk Factors,” the Extension Proxy
Statement under the heading “Risk Factors” and other documents the
Company has filed, or to be filed, with the SEC. Readers are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company
expressly disclaims any obligations or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events,
conditions, or circumstances on which any statement is based.
Contact
Enrique KlixChief Executive Officer and DirectorIntegral
Acquisition Corporation 1info@integralacquisition.com
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