☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
86-2148394 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
667 Madison Avenue New York, New York |
10065 | |
(Address of principal executive offices) |
(Zip Code) |
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 share of Class A common stock at an exercise price of $11.50 |
INTEW |
The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Auditor Firm ID: 688 |
Auditor Name: Marcum LLP |
Auditor Location: New York, NY |
PAGE |
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Item 1. |
1 |
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Item 1A. |
17 |
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Item 1B. |
18 |
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Item 2. |
18 |
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Item 3. |
18 |
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Item 4. |
18 |
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19 |
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Item 5. |
19 |
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Item 6. |
20 |
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Item 7. |
20 |
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Item 7A. |
25 |
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Item 8. |
25 |
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Item 9. |
26 |
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Item 9A. |
26 |
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Item 9B. |
26 |
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Item 9C. |
26 |
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27 |
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Item 10. |
27 |
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Item 11. |
31 |
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Item 12. |
32 |
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Item 13. |
33 |
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Item 14. |
35 |
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36 |
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Item 15. |
36 |
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Item 16. |
36 |
• | our ability to complete our initial business combination; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
• | our financial performance. |
• | “anchor investors” are to certain qualified institutional buyers or institutional accredited investors (none of which are affiliated with any member of our management team, our sponsor or any other anchor investor) that purchased an aggregate of approximately $60.8 million of units in our initial public offering, and became a member of our sponsor at the closing of our initial public offering; |
• | “board of directors” or “board” are to the board of directors of the Company; |
• | “Carnegie Park” are to Carnegie Park Capital, LLC (and/or its affiliates), with which we have entered into a forward purchase agreement; |
• | “Class A common stock” are to the shares of Class A common stock of the Company, par value $0.0001 per share; |
• | “Class B common stock” are to the shares of Class B common stock of the Company, par value $0.0001 per share; |
• | “common stock” are to the Class A common stock and the Class B common stock; |
• | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our trust account (as defined below) and warrant agent of our public warrants (as defined below); |
• | “Crescent Park” are to Crescent Park Management, L.P. as the investment advisor to Crescent Park Master Fund, L.P., Crescent Park FOF Partners, L.P. and Crescent Park Global Equity Master Fund, L.P. (and/or their affiliates), with which we have entered into a forward purchase agreement; |
• | “DGCL” are to the Delaware General Corporation Law; |
• | “directors” are to our current directors; |
• | “DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System; |
• | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
• | “Extension Period” are to the Securities Exchange Act of 1934, as amended; |
• | “FINRA” are to any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation; |
• | “forward purchase agreements” are to the agreements providing for the sale of shares of Class A common stock to the forward purchasers in private placements that will close concurrently with the closing of our initial business combination; |
• | “forward purchase shares” are to the shares of Class A common stock to be issued pursuant to the forward purchase agreements; |
• | “forward purchasers” are to Carnegie Park and to Crescent Park as the purchasers under their respective forward purchase agreements; |
• | “forward transferee” are to any affiliate to which a forward purchaser transfers any portion of its rights and obligations to purchase the forward purchase shares under its forward purchase agreement; |
• | “founder shares” are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; |
• | “GAAP” are to the accounting principles generally accepted in the United States of America; |
• | “IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; |
• | “initial business combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses; |
• | “initial public offering” are to the initial public offering that was consummated by the Company on November 5, 2021; |
• | “initial stockholders” are to holders of our founder shares prior to our initial public offering |
• | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
• | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
• | “management” or our “management team” are to our executive officers and directors; |
• | “Marcum” are to Marcum LLP, our independent registered public accounting firm; |
• | “Nasdaq” are to the Nasdaq Stock Market; |
• | “PCAOB” are to the Public Company Accounting Oversight Board (United States); |
• | “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering; |
• | “public shares” are to shares of Class A common stock sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
• | “public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares; provided, that each initial stockholder’s and member of our management team’s status as a “public stockholder” only exists with respect to such public shares; |
• | “public warrants” are to the warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
• | “Registration Statement” are to the Form S-1 filed with the SEC November 2, 2021 (File No. 333-257058), as amended; |
• | “Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2021; |
• | “representative” is to Wells Fargo Securities, LLC, the representative of the underwriters of our initial public offering; |
• | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
• | “SEC” are to the U.S. Securities and Exchange Commission; |
• | “Securities Act” are to the Securities Act of 1933, as amended; |
• | “SPAC” refers to Special Purpose Acquisition Company; |
• | “sponsor” are to Integral Sponsor LLC, a Delaware limited liability company. |
• | “trust account” are to the U.S.-based trust account in which an amount of $116,725,000 from the net proceeds of the sale of the units (as defined below) in the initial public offering and private placement warrants was placed following the closing of the initial public offering; |
• | “units” are to the units sold in our initial public offering, which consist of one public share and one-half of one public warrant; and |
• | “we,” “us,” “Company” or “our Company” are to Integral Acquisition Corporation 1. |
• | Track record of operating, growing, and advising businesses in both public and private settings; |
• | deep and broad relationships with and connectivity to chief executive officers, founders, entrepreneurs, family owners and venture capital and private equity sponsors in Australia and New Zealand to create a significant pipeline of proprietary opportunities; |
• | the combination of having a local presence in the region with our market knowledge of the target sectors could serve as a source of competitive advantage when we approach potential target companies; |
• | relationships with capital markets advisors, as well as experience raising both debt and equity capital across business cycles and geographies; |
• | mergers and acquisitions track record of acquiring and integrating companies at attractive valuations across a wide range of sectors; |
• | success of identifying private companies that would operate best as public companies, thoroughly and expeditiously preparing them to be public companies, as well as advising and leading them through and after an initial public offering; |
• | long tenures of serving on leading public companies to effect change; and a |
• | track record of expeditiously enhancing and exiting investments to deliver substantial stockholder value. |
• | has a sustainable, leading market position in an attractive industry in Australia and/or New Zealand; |
• | possesses significant competitive advantages via its disruptive business model and/or innovative product, service, or business; |
• | has demonstrated operating stability and has a proven combination of systems, processes, and managerial talent; |
• | has achieved or has the potential for significant long-term revenue or earnings growth through a combination of organic growth, synergistic add-on acquisitions, new product markets and/or geographies, increased production capacity, expense reduction, and/or increased operating leverage; |
• | has a committed, capable, and aligned management team that would benefit from the leadership and strategic vision of our management team; and |
• | would benefit from being a publicly owned company and can effectively utilize the broader access to capital markets to help achieve the company’s business strategy and capital structure needs. |
• | subject us to negative economic, competitive, and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
TYPE OF TRANSACTION |
WHETHER STOCKHOLDER APPROVAL IS REQUIRED | |
Purchase of assets |
No | |
Purchase of stock of target not involving a merger with the Company |
No | |
Merger of target into a subsidiary of the Company |
No | |
Merger of the Company with a target |
Yes |
• | We issue shares of common stock that will be equal to or in excess of 20% of the number of our shares of common stock then outstanding (other than in a public offering); |
• | Any of our directors, officers, or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or |
• | The issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
Item 1A. |
Risk Factors. |
• | we are a blank check company with no revenue or basis to evaluate our ability to select a suitable business target; |
• | we may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame; |
• | our expectations around the performance of a prospective target business or businesses may not be realized; |
• | we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination; |
• | our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination; |
• | we may not be able to obtain additional financing to complete our initial business combination or reduce the number of shareholders requesting redemption; |
• | we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time; |
• | you may not be given the opportunity to choose the initial business target or to vote on the initial business combination; |
• | trust account funds may not be protected against third party claims or bankruptcy; |
• | an active market for our public securities’ may not develop and you will have limited liquidity and trading; |
• | the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination; |
• | our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management; |
• | there may be more competition to find an attractive target for an initial business combination, which could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target; |
• | Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination; |
• | We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability; |
• | We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the initial public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an initial business combination; |
• | We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all; |
• | Since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after our initial public offering), and because our sponsor, officers and directors may profit substantially even under circumstances in which our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination; |
• | Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations; |
• | The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.00 per share; and |
• | Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. |
Item 1B. |
Unresolved Staff Comments. |
Item 2. |
Properties. |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. |
Item 6. |
Reserved. |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
• | to $9.20 if the aggregate purchase price paid by the forward purchaser at $10.00 per share would exceed the lesser of (i) a specified dollar amount and (ii) a specified percentage of the aggregate purchase price paid by the purchasers of the SPAC’s Class A common stock in private placements that occur on or prior to the date of the SPAC’s initial business combination (“PIPEs”); |
• | and to below $9.20 if the price per share in any PIPE is less than $9.20 (in which case the price per share paid by the forward purchaser will be at an 8% discount from the price per share in such PIPE). |
• | Each forward purchase share is one share of the Company’s Class A common stock. No payment is due from the forward purchaser until immediately before the initial business combination. The purchase price is $10.00 per forward purchase share, subject to the discounted purchase price. The discounted purchase price is either at $9.20 per share or at an 8% discount to the PIPE price if the PIPE is priced below $9.20. |
• | The conditions upon obtaining a $9.20 purchase price are within the control of the holder of the forward purchase share (the “FPA holder”) because the FPA holder will control the aggregate purchase price of the forward purchase shares to be purchased by the FPA holder and, in the case of the forward purchaser that is expected to purchase public units, such forward purchaser and its affiliates will control whether such forward purchaser and its affiliates sell or redeem more than 50% of the public units (or, following the separate trading of the public shares and the public warrants, the public shares) on or prior to the initial business combination. The FPA holder that is expected to purchase public units is assumed to have no negative economic impact from not selling or redeeming more than 50% of the public units (or, following the separate trading of the public shares and the public warrants) on or prior to the initial business combination since such forward purchaser would be selling at market price, without knowledge of future pricing, so that not selling or redeeming and realizing the 8% discount to market price on its future purchase is actually a positive feature to such FPA holder. Therefore, the Company’s management assumed that the likelihood of the FPA holder to have a $10.00 purchase price is de minimus. |
• | Management assumed a PIPE would be priced below $9.20 per share only 5% of the time and would be priced at $9.00 per share when it is priced below $9.20 per share. |
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk. |
Item 8. |
Financial Statements and Supplementary Data. |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. |
Controls and Procedures. |
Item 9B. |
Other Information. |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age |
Position | ||
Enrique Klix | 53 | Chief Executive Officer and Director | ||
Brittany Lincoln | 41 | Chief Financial Officer | ||
James Cotton | 45 | Director | ||
Stuart Hutton | 54 | Director | ||
Niraj Javeri | 40 | Director | ||
Lynne Thornton | 48 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the registered public accounting firm; |
• | determining the compensation and oversight of the work of the registered public accounting firm (including resolution of disagreements between management and the registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Item 11. |
Executive Compensation. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding common stock; |
• | each of our executive officers and directors that beneficially owns our common stock; and |
• | all our executive officers and directors as a group. |
Class A Common Stock |
Class B Common Stock |
Approximate |
||||||||||||||||||
Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Percentage of Outstanding Common Stock |
|||||||||||||||
Integral Sponsor LLC (2) |
— | — | 2,875,000 | 100 | % | 20 | % | |||||||||||||
Enrique Klix (2) |
— | — | 2,875,000 | 100 | % | 20 | % | |||||||||||||
Brittany Lincoln (2) |
— | — | — | — | — | |||||||||||||||
James Cotton (2) |
— | — | — | — | — | |||||||||||||||
Stuart Hutton (2) |
— | — | — | — | — | |||||||||||||||
Niraj Javeri (2) |
— | — | — | — | — | |||||||||||||||
Lynne Thornton (2) |
— | — | — | — | — | |||||||||||||||
All executive officer and directors as a group (6 individuals) |
— | — | 2,875,000 | 100 | % | 20 | % | |||||||||||||
Other 5% Stockholders |
||||||||||||||||||||
Beryl Capital Management LLC (3) |
955,706 | 8.31 | % | — | — | 6.65 | % | |||||||||||||
Magnetar Financial LLC (4) |
750,000 | 6.52 | % | — | — | 5.22 | % | |||||||||||||
Polar Asset Management Partners Inc. (5) |
650,000 | 5.65 | % | — | — | 4.52 | % | |||||||||||||
HGC Investment Management Inc. (6) |
650,000 | 5.65 | % | — | — | 4.52 | % | |||||||||||||
Periscope Capital Inc. (7) |
588,900 | 5.12 | % | — | — | 4.10 | % |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is 667 Madison Avenue, 5th floor, New York, New York 10065. |
(2) | Our sponsor, Integral Sponsor LLC, is the record holder of the shares reported herein. Mr. Klix is the Managing Member of Integral Sponsor LLC and has voting and investment discretion with respect to the common stock held of record by Integral Sponsor LLC. Each of our other directors are non-managing members of Integral Sponsor LLC. Mr. Klix disclaims beneficial ownership of such shares, other than his pecuniary interest therein and each of Messrs. Cotton, Hutton and Javeri and Ms. Thornton disclaims any beneficial ownership of any shares held by Integral Sponsor LLC. |
(3) | According to a Schedule 13G/A filed on February 11, 2022, Beryl Capital Management LLC, Beryl Capital Management LP, Beryl Capital Partners II LP, and David A. Witkin acquired 955,706 shares of Class A common stock. The business address for each of the reporting persons is 1611 S. Catalina Ave., Suite 309, Redondo Beach, CA 90277. |
(4) | According to a Schedule 13G filed on February 4, 2022, Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and Alec. Litowitz acquired 750,000 shares of Class A common stock. The business address for each of the reporting persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. |
(5) | According to a Schedule 13G filed on February 9, 2022, Polar Asset Management Partners Inc. acquired 650,000 shares of Class A common stock. The business address for the reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6. |
(6) | According to a Schedule 13G filed on February 14, 2022, HGC Investment Management Inc. acquired 650,000 shares of Class A common stock. The business address for the reporting person is 1073 Yonge Street, 2nd Floor, Toronto, Ontario M4W 2L2, Canada. |
(7) | According to a Schedule 13G filed on February 14, 2022, Periscope Capital Inc. acquired 588,900 shares of Class A common stock. The business address for the reporting person is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
Item 14 . |
Principal Accountant Fees and Services. |
Item 15. |
Exhibit and Financial Statement Schedules. |
Page No. | ||
F-2 | ||
F-3 | ||
F-4 | ||
F-5 | ||
F-6 | ||
F-7 to F-20 |
Item 16. |
Form 10-K Summary. |
December 31, 2021 |
||||
Assets |
||||
Current assets: |
||||
Cash |
$ | 1,309,165 | ||
Prepaid expenses |
250,943 | |||
|
|
|||
Total current assets |
1,560,108 | |||
Investments held in trust account |
116,733,409 | |||
Other noncurrent assets |
188,526 | |||
|
|
|||
Total Assets |
$ | 118,482,043 | ||
|
|
|||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
||||
Current liabilities: |
||||
Accrued offering costs and expenses |
$ | 30,808 | ||
Franchise tax payable |
174,845 | |||
|
|
|||
Total current liabilities |
205,653 | |||
Deferred underwriting commission |
6,050,000 | |||
Forward Purchase Agreement liability |
1,007,934 | |||
|
|
|||
Total liabilities |
7,263,587 | |||
|
|
|||
Commitments and Contingencies (Note 6) |
||||
Class A common stock subject to possible redemption, 11,500,000 shares at redemption value of $10.15 per share |
116,725,000 | |||
Stockholders’ Deficit: |
||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
— | |||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding, (excluding 11,500,000 shares subject to possible redemption) |
|
— |
| |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,875,000 shares issued and outstanding |
288 | |||
Additional paid-in capital |
— | |||
Accumulated deficit |
(5,506,832 | ) | ||
|
|
|||
Total stockholders’ deficit |
(5,506,544 | ) | ||
|
|
|||
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit |
$ | 118,482,043 | ||
|
|
For the period from February 16, 2021 (Inception) through December 31, 2021 |
||||
Formation and operating costs |
$ | 385,971 | ||
|
|
|||
Loss from operations |
(385,971 | ) | ||
Unrealized gain on change in fair value of Forward Purchase Agreement liability |
6,001 | |||
Interest income |
$ | 8,409 | ||
|
|
|||
Net loss |
(371,561 | ) | ||
|
|
|||
Basic and diluted weighted average shares outstanding, common stock subject to redemption |
$ | 2,054,859 | ||
|
|
|||
Basic and diluted net loss per common stock subject to redemption |
(0.08 | ) | ||
|
|
|||
Basic and diluted weighted average shares outstanding, non-redeemable common stock |
$ | 2,875,000 | ||
|
|
|||
Basic and diluted net loss per non-redeemable common stock |
(0.08 | ) | ||
|
|
Class A |
Class B |
Additional |
Total |
|||||||||||||||||||||||||
Common Stock |
Common Stock |
Paid-in |
Accumulated |
Stockholders’ |
||||||||||||||||||||||||
Stock |
Amount |
Stock |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance as of February 16, 2021 (inception) |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
|||||||||||||||
Class B common stock issued to initial stockholders |
— | — | 2,875,000 | 288 | 24,712 | — | 25,000 | |||||||||||||||||||||
Sale of 4,950,000 Private Placement Warrants |
— | — | — | — | 4,950,000 | — | 4,950,000 | |||||||||||||||||||||
Proceeds allocated to the fair value of the Public Warrants |
— |
— |
— |
— |
5,750,000 | — | 5,750,000 | |||||||||||||||||||||
Offering costs allocated to warrants |
— |
— |
— |
— |
(510,731 | ) | — | (510,731 | ) | |||||||||||||||||||
Initial classification of FPA liability |
— | — | — | — | (1,013,935 | ) | — | (1,013,935 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Excess fair value of Anchor Investor shares |
— | — | — | — | — | 3,386,739 | 3,386,739 | |||||||||||||||||||||
Accretion of Class A shares to redemption amount |
— | — | — | — | (9,200,046 | ) | (8,522,010 | ) | (17,722,056 | ) | ||||||||||||||||||
Net loss |
— | — | — | — | (371,561 | ) | (371,561 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2021 |
— |
$ |
— |
$ |
2,875,000 |
$ |
288 |
$ |
— |
$ |
(5,506,832 |
) |
$ |
(5,506,544 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
||||
Net loss |
$ | (371,561 | ) | |
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Formation costs paid by Sponsor |
17,463 | |||
Formation costs paid by Sponsor in exchange for issuance of Class B common shares |
725 | |||
Unrealized gain on change in fair value of Forward Purchase Agreement liability |
(6,001 | ) | ||
Interest earned on investments held in Trust Account |
(8,409 | ) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
(439,469 | ) | ||
Accrued offering costs and expenses |
30,808 | |||
Franchise taxes payable |
174,845 | |||
Net cash used in operating activities |
(601,599 | ) | ||
Cash Flows from Investing Activities: |
||||
Investment of cash in Trust Account |
(116,725,000 | ) | ||
Net cash used in investing activities |
(116,725,000 | ) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Private Placement Warrants |
4,950,000 | |||
Proceeds from issuance of Founder Shares |
25,000 | |||
Reimbursement of offering costs from underwriters |
1,235,000 | |||
Proceeds from issuance of promissory note – related party |
252,950 | |||
Proceeds from Initial Public Offering |
115,000,000 | |||
Payment of advances due to related party |
(312,913 | ) | ||
Payment of deferred underwriter discount |
(2,000,000 | ) | ||
Payment of deferred offering costs |
(514,273 | ) | ||
Net cash provided by financing activities |
118,635,764 | |||
Net change in cash |
1,309,165 | |||
Cash, beginning of period |
— | |||
Cash, end of the period |
$ | 1,309,165 | ||
Supplemental disclosure of cash flow information: |
||||
Initial value of Forward Purchase Agreement liability |
$ | 1,013,935 | ||
Deferred offering costs paid by Sponsor in promissory note |
$ | 41,775 | ||
Deferred underwriting commission in equity |
$ | 6,050,000 | ||
Initial value of Class A common stock subject to possible redemption |
$ | 116,725,000 | ||
Excess fair value of Anchor Investor shares |
$ | 3,386,739 | ||
Proceeds from IPO |
$ | 115,000,000 | ||
Less: Proceeds allocated to Public Warrants |
(5,750,000 | ) | ||
Class A common stock issuance costs |
(10,247,056 | ) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
17,722,056 | |||
|
|
|||
Class A common stock subject to possible redemption |
$ | 116,725,000 | ||
|
|
For the period from February 16 2021 (inception) through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per share |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ | (154,874 | ) | $ | (216,687 | ) | ||
Denominator |
||||||||
Weighted-average shares outstanding |
2,054,859 | 2,875,000 | ||||||
Basic and diluted net loss per share |
$ | (0.08 | ) | $ | (0.08 | ) |
• | to $9.20 if the aggregate purchase price paid by the forward purchaser at $10.00 per share would exceed the lesser of (i) a specified dollar amount and (ii) a specified percentage of the aggregate purchase price paid by the purchasers of the SPAC’s Class A common stock in private placements that occur on or prior to the date of the SPAC’s initial business combination (“PIPEs”); |
• | and to below $9.20 if the price per share in any PIPE is less than $9.20 (in which case the price per share paid by the forward purchaser will be at an 8% discount from the price per share in such PIPE). |
• | Each forward purchase share is one share of the Company’s Class A common stock. No payment is due from the forward purchaser until immediately before the initial business combination. The purchase price is $10.00 per forward purchase share, subject to the discounted purchase price. The discounted purchase price is either at $9.20 per share or at an 8% discount to the PIPE price if the PIPE is priced below $9.20. |
• | The conditions upon obtaining a $9.20 purchase price are within the control of the holder of the forward purchase share (the “FPA holder”) because the FPA holder will control the aggregate purchase price of the forward purchase shares to be purchased by the FPA holder and, in the case of the forward purchaser that is expected to purchase public units, such forward purchaser and its affiliates will control whether such forward purchaser and its affiliates sell or redeem more than 50% of the public units (or, following the separate trading of the public shares and the public warrants, the public shares) on or prior to the initial business combination. The FPA holder that is expected to purchase public units is assumed to have no negative economic impact from not selling or redeeming more than 50% of the public units (or, following the separate trading of the public shares and the public warrants) on or prior to the initial business combination since such forward purchaser would be selling at market price, without knowledge of future pricing, so that not selling or redeeming and realizing the 8% discount to market price on its future purchase is actually a positive feature to such FPA holder. Therefore, the Company’s management assumed that the likelihood of the FPA holder to have a $10.00 purchase price is de minimus. |
• | Management assumed a PIPE would be priced below $9.20 per share only 5% of the time and would be priced at $9.00 per share when it is priced below $9.20 per share. |
• | In whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders. |
Amortized Cost and Carrying Value |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value as of December 31, 2021 |
|||||||||||||||||
U.S. Treasury Securities |
$ | 116,733,409 | — | $ | (16,360 | ) | $ | 116,716,698 | ||||||||||||
|
|
|
|
|
|
|
|
Level 1 | Level 2 | Level 3 | ||||||||||
Assets |
||||||||||||
Investments held in Trust Account—U.S. Treasury |
$ | 116,716,698 | $ | — | $ | — | ||||||
Liabilities |
||||||||||||
FPA |
$ | — | $ | — | $ | 1,007,934 |
Input |
December 31, 2021 |
August 23, 2021 |
||||||
Probability of successful business combination |
85 | % | 85 | % | ||||
Likelihood by 3/31/2022 |
— | % | 25 | % | ||||
Likelihood by 4/30/2022 |
5 | % | — | % | ||||
Likelihood by 3/31/2023 |
— | % | 50 | % | ||||
Likelihood by 4/30/2023 |
80 | % | — | % | ||||
Likelihood by 9/30/2023 |
— | % | 25 | % | ||||
Likelihood by 10/31/2023 |
15 | % | — | % | ||||
Risk-free rate |
0.51 | % | 0.09 | % | ||||
Stock price |
$ | 10.00 | $ | 10.00 | ||||
Estimated term remaining (years) |
1.35 | 1.10 | ||||||
Volatility |
14.0 | % | 14.0 | % |
Fair Value at August 23, 2021 |
$ | 1,013,935 | ||
Change in fair value |
(6,001 | ) | ||
Fair Value at December 31, 2021 |
$ | 1,007,934 |
December 31, 2021 |
||||
Federal |
||||
Current |
$ | — | ||
Deferred |
(78,028 | ) | ||
State |
||||
Current |
— | |||
Deferred |
— | |||
Change in valuation allowance |
78,028 | |||
|
|
|||
Income tax provision |
$ | — | ||
|
|
December 31, 2021 |
||||
Deferred tax asset |
||||
Organizational costs/Startup expenses |
$ | 44,336 | ||
Federal net operating loss |
33,691 | |||
|
|
|||
Total deferred tax asset |
78,028 | |||
Valuation allowance |
(78,028 | ) | ||
|
|
|||
Deferred tax asset, net of allowance |
$ |
— |
||
|
|
Statutory federal income tax rate |
21.0 | % | ||
State taxes, net of federal tax benefit |
— | % | ||
Permanent Book/Tax Differences |
— | % | ||
Change in valuation allowance |
(21.0 | )% | ||
|
|
|||
Income tax provision |
— | % | ||
|
|
* | Filed herewith. |
** | Furnished herewith |
(1) | Incorporated by reference to the Company’s Registration Statement on Form S-1/A, filed with the SEC on September 3, 2021. |
(2) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 8, 2021. |
April 1, 2022 | INTEGRAL ACQUISITION CORPORATION 1 | |||||
By: | /s/ Enrique Klix | |||||
Name: | Enrique Klix | |||||
Title: | Chief Executive Officer (Principal Executive Officer) |
Name |
Position |
Date | ||
/s/ Enrique Klix |
Chairman of the Board and Chief Executive Officer | April 1, 2022 | ||
Enrique Klix | (Principal Executive Officer) |
|||
/s/ Brittany Lincoln |
Chief Financial Officer | April 1, 2022 | ||
Brittany Lincoln | (Principal Financial and Accounting Officer) |
|||
/s/ James Cotton |
Director | April 1, 2022 | ||
James Cotton | ||||
/s/ Stuart Hutton |
Director | April 1, 2022 | ||
Stuart Hutton | ||||
/s/ Niraj Javeri |
Director | April 1, 2022 | ||
Niraj Javeri | ||||
/s/ Lynne Thornton |
Director | April 1, 2022 | ||
Lynne Thornton |
Exhibit 4.5
DESCRIPTION OF THE REGISTRANTS SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
As of December 31, 2021, Integral Acquisition Corporation 1 (we, our, us or the Company) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act): (i) its units, consisting of one share of Class A common stock (as defined below) and one-half of one redeemable warrant (as defined below), with each whole warrant entitling the holder thereof to purchase one share of Class A common stock (the units), (ii) its Class A common stock, $0.0001 par value per share (Class A common stock), and (iii) its public warrants, with each whole warrant exercisable for one share of Class A common stock for $11.50 per share (the warrants).
Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 110,000,000 shares of common stock, including 100,000,000 shares of Class A common stock, $0.0001 par value and 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated certificate of incorporation, our bylaws and our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 (the Report) of which this Exhibit 4.5 is a part.
Defined terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.
Units
Each unit consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the shares of Companys Class A common stock.
Common Stock
Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. Our initial stockholders, sponsor, officers, and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination.
If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without our prior consent. However, we would not be restricting our stockholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.
In the event of a liquidation, dissolution or winding up of the Company after a business combination, our stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein.
Redeemable Warrants
Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time 30 days after the completion of our initial business combination; provided, that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock.
The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable, and we will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.
We have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a post-effective amendment to the Registration Statement or a new registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value (defined below) less the exercise price of the warrants by (y) the fair market value. The fair market value as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day immediately prior to the date on which the notice of exercise is received by the warrant agent.
Redemption of public warrants.
Once the public warrants become exercisable, we may redeem the outstanding public warrants:
| in whole and not in part; |
| at a price of $0.01 per public warrant; |
| upon a minimum of 30 days prior written notice of redemption to each holder of public warrants; and |
| if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (subject to adjustments as described under the heading Warrants Public Stockholders Warrants Anti-Dilution Adjustments) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the holders of public warrants. |
We will not redeem the public warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the public warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If we call the public warrants for redemption in the manner described above, we will have the option to require all holders that wish to exercise such public warrants to do so on a cashless basis. In determining whether to require all holders to exercise their public warrants on a cashless basis, we will consider, among other factors, our cash position, the number of public warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our public warrants. In such event, each holder would pay the exercise price by surrendering the public warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the public warrants, multiplied by the difference between the exercise price of the public warrants and the fair market value (defined below) by (y) the fair market value. The fair market value means the average last reported sale price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the public warrants. If we take advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the public warrants, including the fair market value in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the public warrants after our initial business combination. If we call our public warrants for redemption and we do not take advantage of this option, holders of private placement warrants would still be entitled to exercise their private placement warrants for cash or on a cashless basis as described in more detail below.
Redemption Procedures
A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such persons affiliates), to the warrant agents actual knowledge, would beneficially own in excess of 4.9% or 9.9% (as specified by the holder) of the Class A common stock outstanding immediately after giving effect to such exercise.
Anti-Dilution Adjustments
The warrants have certain anti-dilution and adjustments rights upon certain events.
In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities (other than any forward purchase shares) for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above under Redemption of public warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The warrants will be issued in registered form under a warrant agreement between Continental, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all other modifications or amendments will require the vote or written consent of the holders of a majority of the then outstanding public warrants, and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstanding private placement warrants. You should review a copy of the warrant agreement, which was filed with the Registration Statement, for a complete description of the terms and conditions applicable to the warrants.
The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive Class A common stock. After the issuance of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder.
Exhibit 31.1
CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE
SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Enrique Klix, certify that:
1. | I have reviewed this Annual Report on Form 10-K of Integral Acquisition Corporation 1; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer[s] and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer[s] and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: April 1, 2022 | By: | /s/ Enrique Klix | ||||
Enrique Klix | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE
SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brittany Lincoln, certify that:
1. | I have reviewed this Annual Report on Form 10-K of Integral Acquisition Corporation 1; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer[s] and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer[s] and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: April 1, 2022 | By: | /s/ Brittany Lincoln | ||||
Brittany Lincoln | ||||||
Chief Financial Officer | ||||||
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Integral Acquisition Corporation 1 (the Company) for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the Report), I, Enrique Klix, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: April 1, 2022 | By: | /s/ Enrique Klix | ||||
Enrique Klix | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF THE
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Integral Acquisition Corporation 1 (the Company) for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the Report), I, Brittany Lincoln, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the report. |
Date: April 1, 2022 | By: | /s/ Brittany Lincoln | ||||
Brittany Lincoln | ||||||
Chief Financial Officer | ||||||
(Principal Financial Officer) |