Item 8.01. Other Events.
Overview Regarding Special Meeting of Stockholders to be Held on May 3, 2023
As previously announced, Integral Acquisition Corporation 1 (the "Company") has
called and provided a notice of a special meeting (the "Special Meeting") to be
held on May 3, 2023, at 9:00 a.m. Eastern time, as a virtual meeting, to
consider and vote upon the matters described in the Company's definitive proxy
statement filed with the Securities and Exchange Commission on April 13, 2023
(as may be amended, the "Proxy Statement"), including, without limitation, a
proposal to extend the date by which the Company must consummate an initial
business combination from May 5, 2023 to November 3, 2023 or such earlier date
as determined by the Company's board of directors (the "Extension").
The Company plans to continue to solicit proxies from stockholders during the
period prior to the Special Meeting. Only the holders of the Company's common
stock as of the close of business on March 24, 2023, the record date for the
Special Meeting, are entitled to vote at the Special Meeting.
Additional Sponsor Assurances
As previously disclosed in a press release by the Company issued on April 19,
2023 (the "Press Release"), Integral Sponsor LLC intends to support the Company
in the wake of a new potential excise tax that may be levied on stockholder
redemptions beginning in 2023.
As previously disclosed in the Proxy Statement and the Press Release, 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 or otherwise, may be subject to the
Excise Tax. Whether and to what extent the Company would be subject to the
Excise Tax in connection with the Extension 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 the Company and not by the redeeming holder, the mechanics of any required
payment of the Excise Tax have not been determined.
For the avoidance of doubt, the proceeds placed in the Company's trust account
for the benefit of the holders of the Company's Public Shares (as defined in the
Proxy Statement) and the interest earned thereon shall not be used to pay for
any Excise Tax in connection with any redemptions of the Company's Public Shares
prior to or in connection with an extension or its initial business combination.
Forward-Looking Statements
This Current Report on Form 8-K (the "Report") 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 risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without limitation,
--------------------------------------------------------------------------------
uncertainties relating to the Company's stockholder approval of the Charter
Extension, its inability to complete an initial business combination within the
required time period or, and other risks and uncertainties indicated from time
to time in filings with the Securities and Exchange Commission (the "SEC"),
including the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2022 under the heading "Risk Factors" and in other reports 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.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Extension. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of the
Company's directors and officers in the Proxy Statement, which may be obtained
free of charge from the sources indicated above.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of the Extension.
This communication shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
SEC, because these documents will contain important information about the
Company and the Extension. Stockholders may obtain copies of the Proxy
Statement, without charge, at the SEC's website at www.sec.gov or by directing a
request to: Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, Attn:
Karen Smith.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
INTEGRAL ACQUISITION CORPORATION 1 