INTEW / Integral Acquisition Corporation 1 - Equity Warrant - Документы SEC, Годовой отчет, Доверенное заявление

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): June 4, 2025 Integral Acquisition

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): June 4, 2025 Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdiction of incorporation) (Co

MUTUAL WRITTEN CONSENT June 4, 2025

EX-10.1 Exhibit 10.1 MUTUAL WRITTEN CONSENT June 4, 2025 Each of the undersigned is a party to that certain Business Combination Agreement, dated as of October 19, 2023, as amended from time to time (the “BCA”). Capitalized terms in this Consent have the meanings set out in the BCA. Each of the undersigned, by signing below, confirms its mutual consent as Company or SPAC, as the case may be, to te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: March 31, 2025

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Tr

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2025 Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdiction of incorporation) (

Third Amendment to the Business Combination Agreement, dated as of April 15, 2025, by and among Integral Acquisition Corporation 1, Flybondi Holdings plc, Gaucho MS, Inc. and Flybondi Limited.

Exhibit 2.1 THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Third Amendment (“Third Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of April 15, 2025 by and among Integral Acquisition Corporation 1, a Delaware corporation (“SPAC”), Flybondi Holdings plc, a public limited company incorporated under the laws of England and Wales (“TopCo”), Gauc

Fourth Amendment to the Amended and Restated Certificate of Incorporation of the Company.

EX-3.1 Exhibit 3.1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRAL ACQUISITION CORPORATION 1 March 28, 2025 Integral Acquisition Corporation 1, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.  The name of the Corporation is “Integral Acquisition Corporation 1.” The original Ce

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2025 Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Insider Trading Policies and Procedures, adopted February 12, 2025.*

Exhibit 19 INSIDER TRADING COMPLIANCE MANUAL INTEGRAL ACQUISITION CORPORATION 1 Adopted February 12, 2025 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, attorneys, advisors and other related individuals, the Board of Directors (the “Board”) of Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), has adopted the policies and procedures described in this Insider Trading Compliance Manual.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from         to          Commission fi

INTE / Integral Acquisition Corporation 1 / Meteora Capital, LLC Passive Investment

SC 13G 1 meteorainte09302024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integral Acquisition Corp 1 (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 45827K101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commissio

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 6, 2024 (October 31, 2024) Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdictio

Promissory Note, dated November 6, 2024, issued to the Sponsor. (13)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Third Amendment to Amended and Restated Certificate of Incorporation. (13)

Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRAL ACQUISITION CORPORATION 1 Pursuant to Section 242 of the Delaware General Corporation Law Integral Acquisition Corporation 1 (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1) The name of the Corporation is Integral Acqu

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 (October 28, 2024) Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

PRESS RELEASE

Exhibit 99.1 PRESS RELEASE Integral Acquisition Corporation 1 Announces Extension of Deadline to Complete Business Combination with Flybondi; Payment of Excise Tax NEW YORK, NY, October 23, 2024 - As previously disclosed on Form 8-K filed on October 3, 2024, Integral Acquisition Corporation 1 (“Integral 1” or the “Company”) (Nasdaq: INTE), a special purpose acquisition company, and Flybondi Limite

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2024 Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdiction of incorporation)

PRESS RELEASE

Filed by Flybondi Holdings plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Integral Acquisition Corporation 1 (Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Second Amendment to Business Combination Agreement, dated as of October 1, 2024, by and among Integral Acquisition Corporation 1, Flybondi Holdings plc, Gaucho MS, Inc., and Flybondi Limited.

Exhibit 10.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment (“Second Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of October 1, 2024 by and among Integral Acquisition Corporation 1, a Delaware corporation (“SPAC”), Flybondi Holdings plc, a public limited company incorporated under the laws of England and Wales (“TopCo”),

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2024 Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdiction of incorporation)

INTEGRAL ACQUISITION CORPORATION 1 11330 AVENUE OF THE AMERICAS, 23RD FLOOR NEW YORK, NEW YORK 10019

INTEGRAL ACQUISITION CORPORATION 1 11330 AVENUE OF THE AMERICAS, 23RD FLOOR NEW YORK, NEW YORK 10019 October 2, 2024 VIA EDGAR U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

Promissory Note dated September 12, 2024.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 12, 2024 Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commission Fil

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2024 Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdiction of incorporation) (Co

Assignment, Novation and Amendment Agreement, dated July 2, 2024, by and among the Company, FP Parent, Flybondi Holdings, Merger Sub, Flybondi and the Joining Sellers. (1)

Exhibit 10.1 ASSIGNMENT, NOVATION AND AMENDMENT AGREEMENT This ASSIGNMENT, NOVATION AND AMENDMENT AGREEMENT (this “Agreement”) is made by and among FB Parent Limited (Company Number: 15181508), a limited company incorporated under the laws of England and Wales (the “Assignor”), Flybondi Holdings plc (Company Number: 15529690), a public limited company incorporated under the laws of England and Wal

Amendment No. 1 to Sponsor Support Agreement, dated July 2, 2024, by and among the Company. The Sponsor and Flybondi. (1)

Exhibit 10.2 AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of July 2, 2024, to the Sponsor Support Agreement, dated as of October 19, 2023 (the “Sponsor Support Agreement”), is made by and among Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Integral Acquisition Corporation 1, a Delaware corporation (“SPAC”) and Flybondi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from      to      Commission File

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2024 Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from          to          Commission f

Amended Compensation Committee Charter.*

Exhibit 99.2 INTEGRAL ACQUISITION CORPORATION 1 COMPENSATION COMMITTEE CHARTER Amended November 30, 2023 I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (t

Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023. (9)

Exhibit 97 INTEGRAL ACQUISTION CORPORATION 1 EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted November 30, 2023 Effective as of October 2, 2023 The Board of Directors (the “Board”) of Integral Acquisition Corporation 1 (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”).

Amended Audit Committee Charter.*

EX-99.1 Exhibit 99.1 INTEGRAL ACQUISITION CORPORATION 1 AUDIT COMMITTEE CHARTER Amended November 30, 2023 I.  Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):  ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: December 31, 20

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):  ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the

US45827K1016 / Integral Acquisition Corp. 1 / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3) Integral Acquisition Corporation 1 (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 45827K1

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d777978dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

Power of Attorney

EX-99.B 3 d777978dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

US45827K1016 / Integral Acquisition Corp. 1 / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d777978dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integral Acquisition Corporation 1 (Name of Issuer) Common Shares (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

US45827K1016 / Integral Acquisition Corp. 1 / LMR Partners LLP Passive Investment

SC 13G/A 1 formsc13ga-integral.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Integral Acquisition Corporation 1 (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2023 (Date of event which requires filing of thi

US45827K1016 / Integral Acquisition Corp. 1 / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d688567dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Integral Acquisition Corporation 1 (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Stat

US45827K1016 / Integral Acquisition Corp. 1 / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* INTEGRAL ACQUISITION CORP 1 (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Joint Filing Agreement, dated as of January 25, 2024, among the Reporting Persons.

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of INTEGRAL ACQUISITION CORP 1 dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule13d-1(k) un

Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 25, 2024.

EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

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

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 Ca

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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)

FPA Termination Agreement, dated December 12, 2023, by and between the Company and Crescent Park. (8)

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 a

US45827K1016 / Integral Acquisition Corp. 1 / Integral Sponsor LLC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Integral Acquisition Corporation 1 (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 45827K 101 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Nov

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 1, 2023 (November 2, 2023) Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders

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): November 2, 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)

Promissory Note, dated as of November 8, 2023, issued to the Sponsor. (8)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Second Amendment to Amended and Restated Certificate of Incorporation.

Exhibit 3.1 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “INTEGRAL ACQUISITION CORPORATION 1”, FILED IN THIS OFFICE ON THE SECOND DAY OF NOVEMBER, A.D. 2023, AT 2:59 O`CLOCK P.M. 5142633 8100 SR# 20233881716 Authentication: 204508798 Date: 11-02-23 You

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): November 1, 2023 Integral Acquisi

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): November 1, 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)

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 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)

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2023 (October 24, 2023) Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdictio

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 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)

Form of Registration Rights Agreement. (6)

Exhibit 10.3 Final Form FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2024, is made and entered into by and among FB Parent Limited, a limited company incorporated under the laws of England and Wales (the “Company”), Integral Acquisition Corporation 1, a Delaware corporation (the “SPAC”), Integral Sponsor, LLC, a Delaware limited liab

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): October 19, 2023 Integral Acquisi

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): October 19, 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)

Business Combination Agreement, dated October 19, 2023, by and among Integral Acquisition Corporation 1, FB Parent Limited, Gaucho MS, Inc., and Flybondi Limited

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among INTEGRAL ACQUISITION CORPORATION 1, FB PARENT LIMITED, GAUCHO MS, INC., FLYBONDI LIMITED and THE SHAREHOLDERS OF FLYBONDI LIMITED NAMED HEREIN, dated as of October 19, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Other Definitions 16 Section 1.3 Construction 18 Section 1.4

Form of Lock-Up Agreement. (6)

Exhibit 10.2 Final Form FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [•], 2024, is made and entered into by and among FB Parent Limited, a limited company incorporated under the laws of England and Wales (the “Company”), Integral Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under “SPAC Holders” on the signatu

Sponsor Support Agreement, dated October 19, 2023, by and among Flybondi Limited, Integral Acquisition Corporation 1 and Integral Sponsor LLC

Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”) is entered into on October 19, 2023 by and among Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Integral Acquisition Corporation 1, a Delaware corporation (“SPAC”) and Flybondi Limited, a private limited company incorporated under the laws of England and Wales (th

Flybondi to Become Publicly Traded via Business Combination with Integral Acquisition Corporation 1

Exhibit 99.1 Flybondi to Become Publicly Traded via Business Combination with Integral Acquisition Corporation 1 October 20, 2023 08:00 AM Eastern Daylight Time NEW YORK—(BUSINESS WIRE)—Flybondi Limited (“Flybondi”), Argentina’s first and largest low-cost airline, today announced its plans to list on the Nasdaq Stock Market (“Nasdaq”) and its entry into a definitive business combination agreement

Flybondi to Become Publicly Traded via Business Combination with Integral Acquisition Corporation 1

Filed by FB Parent Limited Pursuant to Rule 425 Under the Securities Act of 1933, as amended Subject Company: Integral Acquisition Corporation 1 Commission File No.

Regulation FD Disclosure, Other Events

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): October 20, 2023 (October 19, 2023) Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdictio

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): October 20, 2023 (October 19, 202

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): October 20, 2023 (October 19, 2023) Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

Other Events, Shareholder Director Nominations

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): September 27, 2023 Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdiction of incorporatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 30, 2023 (August 28, 2023) Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41006

Promissory Note dated July 10, 2023

EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

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): July 10, 2023 Integral Acquisitio

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): July 10, 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) (C

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): June 28, 2023 Integral Acquisitio

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): June 28, 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) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4100

US45827K1016 / Integral Acquisition Corp. 1 / Radcliffe Capital Management, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Integral Acquisition Corporation 1 (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 45827K10

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

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): May 3, 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) (Com

Promissory Note, dated as of May 8, 2023, issued to the Sponsor. (4)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Amendment to Amended and Restated Certificate of Incorporation

Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “INTEGRAL ACQUISITION CORPORATION 1”, FILED IN THIS OFFICE ON THE THIRD DAY OF MAY, A.D. 2023, AT 10:56 O’CLOCK A. M. 5142633 8100 Authentication: 203266292 SR# 20231777962 Date: 05-03-23 You may

Other Events

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): April 28, 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) (

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): April 28, 2023 Integral Acquisiti

DEFA14A 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): April 28, 2023 Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

US45827K1016 / Integral Acquisition Corp. 1 / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G 1 fp0082124-3sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Integral Acquisition Corporation 1 (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 4

US45827K1016 / Integral Acquisition Corp. 1 / HGC Investment Management Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integral Acquisition Corporation 1 (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 d266674dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint fil

US45827K1016 / Integral Acquisition Corp. 1 / LMR Partners LLP - SC 13G/A Passive Investment

SC 13G/A 1 d266674dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integral Acquisition Corporation 1 (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2022 (Date of event which requires filing of

US45827K1016 / Integral Acquisition Corp. 1 / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d410697dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integral Acquisition Corp 1 (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement)

US45827K1016 / Integral Acquisition Corp. 1 / Beryl Capital Management LLC Passive Investment

SC 13G/A 1 integral13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Integral Acquisition Corporation 1 (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check

JOINT FILING AGREEMENT

EX-99.1 2 tm234504d8ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Integral Acquisition Corp 1 dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accor

US45827K1016 / Integral Acquisition Corp. 1 / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integral Acquisition Corp 1 (Name of Issuer) Common Stock, Class A (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

LIMITED POWER OF ATTORNEY

EX-99.2 3 tm234504d8ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41006

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41006 INTEGRAL ACQUISI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41006

Description of Registered Securities. (3)

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S 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, c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ T

NT 10-K 1 d345404dnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor

PERISCOPE CAPITAL INC. - SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integral Acquisition Corp 1 (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

US45827K2006 / Integral Acquisition Corp. 1 / HGC Investment Management Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integral Acquisition Corporation 1 (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

Radcliffe Capital Management, L.P. - SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Integral Acquisition Corporation 1 (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 45827K101 (CUSIP

US45827K2006 / Integral Acquisition Corp. 1 / Beryl Capital Management LLC Passive Investment

SC 13G/A 1 inteu13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integral Acquisition Corporation 1 (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check t

Polar Asset Management Partners Inc. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integral Acquisition Corporation 1 (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 45827K101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

Magnetar Financial LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integral Acquisition Corp 1 (Name of Issuer) Common Stock - Class A (Title of Class of Securities) 45827K200 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

K2 PRINCIPAL FUND, L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Rule 13d-102) Amendment No. 21 Under the Securities Exchange Act of 1934 Integral Acquisition Corp 1 (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 45827K200** (CUSIP Number) December 27, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate

K2 PRINCIPAL FUND, L.P.

SC 13G/A 1 13GAINTEU20211228.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Rule 13d-102) Amendment No. 1 Under the Securities Exchange Act of 1934 Integral Acquisition Corp 1 (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 45827K200** (CUSIP Number) December 27, 2021 (Date of Event which Requires Filing of this S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41006 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For P

NT 10-Q 1 d264054dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41006 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Rep

Integral Sponsor LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 INTEGRAL ACQUISITION CORPORATION 1 (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 45827K 101 (CUSIP Number) November 2, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Financial Statements and Exhibits, Other Events

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 13, 2021 Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdiction of incorporation

Integral Acquisition Corporation 1 Announces the Separate Trading of its Class A common stock and warrants, Commencing December 16, 2021

EX-99.1 2 d257988dex991.htm EX-99.1 Exhibit 99.1 Integral Acquisition Corporation 1 Announces the Separate Trading of its Class A common stock and warrants, Commencing December 16, 2021 NEW YORK, NY, December 13, 2021 — Integral Acquisition Corporation 1 (NASDAQ: INTEU) (the “Company”) announced that, commencing on December 16, 2021, holders of the units sold in the Company’s initial public offeri

Financial Statements and Exhibits, Other Events

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): November 16, 2021 (November 5, 2021) Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 001-41006 86-2148394 (State or other jurisdicti

Integral Acquisition Corporation 1 Announces Closing of $115,000,000 Initial Public Offering

Exhibit 99.2 Integral Acquisition Corporation 1 Announces Closing of $115,000,000 Initial Public Offering NEW YORK, Nov. 09, 2021 (GLOBE NEWSWIRE) — Integral Acquisition Corporation 1 (Nasdaq: INTEU) (the “Company”) announced today that, on November 5, 2021, it closed its initial public offering of 11,500,000 units, including 1,500,000 units issued upon exercise in full by the underwriter of its o

INTEGRAL ACQUISITION CORPORATION 1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 5, 2021 F-3 Notes to Balance Sheet F-4

EX-99.1 2 d205408dex991.htm EX-99.1 Exhibit 99.1 INTEGRAL ACQUISITION CORPORATION 1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 5, 2021 F-3 Notes to Balance Sheet F-4 F-1 INTEGRAL ACQUISITION CORPORATION 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Integral Acqu

Beryl Capital Management LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integral Acquisition Corporation 1 (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 45827K2001 (CUSIP Number) November 3, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

LMR Partners LLP

SC 13G 1 sc13glmrpartners.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integral Acquisition Corporation 1 (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45827K200 (CUSIP Number) November 5, 2021 (Date of event which requires filing of this state

Form of Underwriting Agreement. (2)

EX-1.1 2 d399009dex11.htm EX-1.1 Exhibit 1.1 10,000,000 Units Integral Acquisition Corporation 1 UNDERWRITING AGREEMENT [•], 2021 Wells Fargo Securities, LLC 500 West 33rd Street, New York, New York 10001 As Representative of the several Underwriters Ladies and Gentlemen: Integral Acquisition Corporation 1, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): November 8, 2021 (November 2, 2021) Integral Acquisition Corporation 1 (Exact name of registrant as specified in its charter) Delaware 333-257058 86-2148394 (State or other jurisdicti

Securities Subscription Agreement between the Registrant and Integral Sponsor LLC. (2)

EX-10.7 17 d399009dex107.htm EX-10.7 Exhibit 10.7 INTEGRAL ACQUISITION CORPORATION 1 667 Madison Avenue, 5th Floor New York, NY 10065 February 16, 2021 Integral Sponsor LLC 667 Madison Avenue, 5th Floor New York, NY 10065 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on February 16, 2021 by and between Integral Sponsor LLC, a Delaware

Form of Registration and Shareholder Rights Agreement among the Registrant, Integral Sponsor LLC and the Holders signatory thereto. (2)

EX-10.3 13 d399009dex103.htm EX-10.3 Exhibit 10.3 FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the under

Form of Letter Agreement among the Registrant, Integral Sponsor LLC and each of the executive officers and directors of the Registrant. (2)

Exhibit 10.1 [?], 2021 Integral Acquisition Corporation 1 667 Madison Avenue New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Integral Acquisition Corporation 1, a Delaware corporation (the ?Company?), and W

Form of Forward Purchase Agreement by and between the Company and Crescent Park. (2)

EX-10.10 20 d399009dex1010.htm EX-10.10 EXHIBIT 10.10 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into and effective as of August 23, 2021, by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Cr

Specimen Class A Common Stock Certificate. (2)

EX-4.2 7 d399009dex42.htm EX-4.2 Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 45827K 101 INTEGRAL ACQUISITION CORPORATION 1 CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), tr

Certificate of Incorporation. (2)

EX-3.1 3 d399009dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF INTEGRAL ACQUISITION CORPORATION 1 February 16, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Integ

Promissory Note, dated as of February 16, 2021, issued to the Sponsor. (2)

EX-10.6 16 d399009dex106.htm EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM

Consulting Agreement between the Registrant and Cohen & Company Capital Markets. (2)

EX-10.9 19 d399009dex109.htm EX-10.9 Exhibit 10.9 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (this “Agreement”) is made effective as of [•], 2021 (“Effective Date”) by and between Integral Acquisition Corporation 1, a Delaware Corporation (“Integral”), and [•], a [•] company formed in [•] (the “Consultant”). Consultant and Integral are sometimes individually referred to in th

Form of Amended and Restated Certificate of Incorporation. (2)

EX-3.2 4 d399009dex32.htm EX-3.2 Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRAL ACQUISITION CORPORATION 1 [•], 2021 Integral Acquisition Corporation 1, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Integral Acquisition Corporation 1” The original

Specimen Unit Certificate. (2)

EX-4.1 6 d399009dex41.htm EX-4.1 Exhibit 4.1 NUMBER U UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 45827K 200 INTEGRAL ACQUISITION CORPORATION 1 UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists o

Integral Acquisition Corporation 1 Announces Pricing of $100,000,000 Initial Public Offering

EX-99.1 22 d399009dex991.htm EX-99.1 Exhibit 99.1 Integral Acquisition Corporation 1 Announces Pricing of $100,000,000 Initial Public Offering New York, NY – November 2, 2021 Integral Acquisition Corporation 1 (the “Company”) announced today that it priced its initial public offering of 10,000,000 units at $10.00 per unit. The units will be listed on The Nasdaq Global Market, or Nasdaq, and will b

Bylaws. (2)

EX-3.3 5 d399009dex33.htm EX-3.3 Exhibit 3.3 BY LAWS OF INTEGRAL ACQUISITION CORPORATION I (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as t

Form of Services Agreement by and between the Company and the Sponsor. (2)

EX-10.8 18 d399009dex108.htm EX-10.8 Exhibit 10.8 INTEGRAL ACQUISITION CORPORATION 1 667 Madison Avenue New York, New York 10065 [•], 2021 Integral Sponsor LLC 667 Madison Avenue New York, New York 10065 Re: Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Integral Acquisition Corporation 1 (the “Company”) and Integral Sponsor LLC (the “Sponsor”), da

Specimen Warrant Certificate. (2)

EX-4.3 8 d399009dex43.htm EX-4.3 Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW INTEGRAL ACQUISITION CORPORATION 1 Incorporated Under the Laws of the State of Delaware CUSIP 45827K 119 Warrant Certificate This Warrant Certificate certifi

Form of Private Placement Warrants Purchase Agreement between the Registrant and Integral Sponsor LLC. (2)

EX-10.4 14 d399009dex104.htm EX-10.4 Exhibit 10.4 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Integral

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. (2)

EX-4.4 9 d399009dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Age

Form of Forward Purchase Agreement by and between the Company and Carnegie Park. (2)

EX-10.11 21 d399009dex1011.htm EX-10.11 EXHIBIT 10.11 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into and effective as of August 23, 2021, by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Ca

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. (2)

EX-10.2 12 d399009dex102.htm EX-10.2 Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s regist

Form of Indemnity Agreement. (2)

EX-10.5 15 d399009dex105.htm EX-10.5 Exhibit 10.5 FORM OF INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other c

$100,000,000 Integral Acquisition Corporation 1 10,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-257058 PROSPECTUS $100,000,000 Integral Acquisition Corporation 1 10,000,000 Units Integral Acquisition Corporation 1 is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, whic

K2 PRINCIPAL FUND, L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 INTEGRAL ACQUISITION CORPORATION 1 (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 45827K200** (CUSIP Number) November 03, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

Radcliffe Capital Management, L.P. - INTEGRAL ACQUISITION CORP 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Integral Acquisition Corporation 1 (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 45827K200** (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Integral Acquisition Corporation 1 (Exact Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Integral Acquisition Corporation 1 (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2148394 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 667 Mad

Filed with the U.S. Securities and Exchange Commission on November 2, 2021 under the Securities Act of 1933, as amended.

S-1/A 1 d162934ds1a.htm S-1/A Table of Contents Filed with the U.S. Securities and Exchange Commission on November 2, 2021 under the Securities Act of 1933, as amended. Registration No. 333-257058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTEGRAL ACQUISITION CORPORATION 1 (Exact name

Integral Acquisition Corporation 1 667 Madison Avenue New York, New York 10065 Telephone: (212) 209-6132 October 29, 2021

Integral Acquisition Corporation 1 667 Madison Avenue New York, New York 10065 Telephone: (212) 209-6132 October 29, 2021 VIA EDGAR U.

[Signature Page Follows]

Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001 October 29, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Specimen Warrant Certificate.*

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW INTEGRAL ACQUISITION CORPORATION 1 Incorporated Under the Laws of the State of Delaware CUSIP 45827K 119 Warrant Certificate This Warrant Certificate certifies that , or registered assigns,

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Integral Acquisition Corporation 1, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is eng

Filed with the U.S. Securities and Exchange Commission on October 20, 2021 under the Securities Act of 1933, as amended.

Table of Contents Filed with the U.S. Securities and Exchange Commission on October 20, 2021 under the Securities Act of 1933, as amended. Registration No. 333-257058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTEGRAL ACQUISITION CORPORATION 1 (Exact name of registrant as specified in

Integral Acquisition Corporation 1 667 Madison Avenue New York, New York 10065

Integral Acquisition Corporation 1 667 Madison Avenue New York, New York 10065 October 20, 2021 VIA EDGAR U.

Form of Amended and Restated Certificate of Incorporation.*

Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRAL ACQUISITION CORPORATION 1 [•], 2021 Integral Acquisition Corporation 1, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Integral Acquisition Corporation 1” The original certificate of incorporation was

Form of Registration and Shareholder Rights Agreement among the Registrant, Integral Sponsor LLC and the Holders signatory thereto.**

Exhibit 10.3 FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signatur

Integral Acquisition Corporation 1 667 Madison Avenue New York, New York 10065 September 24, 2021

Integral Acquisition Corporation 1 667 Madison Avenue New York, New York 10065 September 24, 2021 VIA EDGAR U.

Specimen Warrant Certificate.**

EX-4.3 Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW INTEGRAL ACQUISITION CORPORATION 1 Incorporated Under the Laws of the State of Delaware CUSIP 45827K 119 Warrant Certificate This Warrant Certificate certifies that , or registered as

Form of Letter Agreement among the Registrant, Integral Sponsor LLC and each of the executive officers and directors of the Registrant.**

EX-10.1 Exhibit 10.1 [•], 2021 Integral Acquisition Corporation 1 667 Madison Avenue New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Integral Acquisition Corporation 1, a Delaware corporation (the “Company”

Form of Private Placement Warrants Purchase Agreement between the Registrant and Integral Sponsor LLC.**

Exhibit 10.4 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among Integral Acquisition Corporation 1, a Delaware corporation (the ?Company?), and Integral Sponsor LLC, a Delaware limited liab

Form of Underwriting Agreement.**

Exhibit 1.1 10,000,000 Units Integral Acquisition Corporation 1 UNDERWRITING AGREEMENT [?], 2021 Wells Fargo Securities, LLC 500 West 33rd Street, New York, New York 10001 As Representative of the several Underwriters Ladies and Gentlemen: Integral Acquisition Corporation 1, a corporation organized under the laws of Delaware (the ?Company?), proposes to sell to you and, as applicable, to the sever

Form of Amended and Restated Certificate of Incorporation.**

EX-3.2 3 d162934dex32.htm EX-3.2 Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRAL ACQUISITION CORPORATION 1 [•], 2021 Integral Acquisition Corporation 1, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Integral Acquisition Corporation 1” The original

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No

Power of Attorney (included on signature page).*

S-1/A 1 d162934ds1a.htm S-1/A #2 Table of Contents Filed with the U.S. Securities and Exchange Commission on September 24, 2021 under the Securities Act of 1933, as amended. Registration No. 333-257058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTEGRAL ACQUISITION CORPORATION 1 (Exact

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is eng

Form of Commitment Letter between Integral Sponsor LLC and each Anchor Investor **

Exhibit 10.12 Form of Commitment Letter between Integral Sponsor LLC and Anchor Investors [ ], 2021 Dear Integral Sponsor LLC, This letter agreement sets forth the terms of the agreement between Integral Sponsor LLC, a Delaware limited liability company (the “Company”), and [ ] (“Subscriber”). The Company is the sponsor of Integral Acquisition Corporation 1, a Delaware corporation (the “SPAC”), wh

Form of Amended and Restated Certificate of Incorporation.**

Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRAL ACQUISITION CORPORATION 1 [•], 2021 Integral Acquisition Corporation 1, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Integral Acquisition Corporation 1” The original certificate of incorporation was

Form of Services Agreement between the Registrant and Integral Sponsor LLC.**

Exhibit 10.8 INTEGRAL ACQUISITION CORPORATION 1 667 Madison Avenue New York, New York 10065 [?], 2021 Integral Sponsor LLC 667 Madison Avenue New York, New York 10065 Re: Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between Integral Acquisition Corporation 1 (the ?Company?) and Integral Sponsor LLC (the ?Sponsor?), dated as of the date hereof, will confi

Form of Indemnity Agreement.**

Exhibit 10.5 FORM OF INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided wi

Promissory Note issued to Integral Sponsor LLC.**

Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Consulting Agreement between the Registrant and Cohen & Company Capital Markets.**

EX-10.9 Exhibit 10.9 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (this “Agreement”) is made effective as of [•], 2021 (“Effective Date”) by and between Integral Acquisition Corporation 1, a Delaware Corporation (“Integral”), and [•], a [•] company formed in [•] (the “Consultant”). Consultant and Integral are sometimes individually referred to in this Agreement as a “Party” and

Filed with the U.S. Securities and Exchange Commission on September 3, 2021 under the Securities Act of 1933, as amended.

S-1/A 1 d162934ds1a.htm S-1/A Table of Contents Filed with the U.S. Securities and Exchange Commission on September 3, 2021 under the Securities Act of 1933, as amended. Registration No. 333-257058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTEGRAL ACQUISITION CORPORATION 1 (Exact name

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is eng

Form of Forward Purchase Agreement between the Registrant and Carnegie Park.**

EX-10.11 EXHIBIT 10.11 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into and effective as of August 23, 2021, by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Carnegie Park Capital LLC, a Dela

Form of Letter Agreement among the Registrant, Integral Sponsor LLC and each of the executive officers and directors of the Registrant.**

EX-10.1 Exhibit 10.1 [•], 2021 Integral Acquisition Corporation 1 667 Madison Avenue New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Integral Acquisition Corporation 1, a Delaware corporation (the “Company”

Specimen Class A Common Stock Certificate.**

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 45827K 101 INTEGRAL ACQUISITION CORPORATION 1 CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the ?Common Stock?), of Integral Acquisition Corporation 1, a Delaware corporation (the ?Company?), transferable on the books of the Co

Form of Underwriting Agreement.**

Exhibit 1.1 10,000,000 Units Integral Acquisition Corporation 1 UNDERWRITING AGREEMENT [•], 2021 Wells Fargo Securities, LLC 500 West 33rd Street, New York, New York 10001 As Representative of the several Underwriters Ladies and Gentlemen: Integral Acquisition Corporation 1, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the sever

Form of Registration and Shareholder Rights Agreement among the Registrant, Integral Sponsor LLC and the Holders signatory thereto.**

EX-10.3 Exhibit 10.3 FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the

Form of Private Placement Warrants Purchase Agreement between the Registrant and Integral Sponsor LLC.**

EX-10.4 Exhibit 10.4 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Integral Sponsor LLC, a Delaware limi

Specimen Unit Certificate.**

Exhibit 4.1 NUMBER U UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 45827K 200 INTEGRAL ACQUISITION CORPORATION 1 UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one share of Class A common sto

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Integral Acquisition Corporation 1, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No

Code of Ethics. (1)

EX-14 Exhibit 14 INTEGRAL ACQUISITION CORPORATION 1 FORM OF CODE OF ETHICS Effective , 2021 I.

Compensation Committee Charter (1)

Exhibit 99.2 INTEGRAL ACQUISITION CORPORATION FORM OF COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for i

Audit Committee Charter (1)

Exhibit 99.1 INTEGRAL ACQUISITION CORPORATION 1 FORM OF AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Integral Acquisition Corporation 1, a Delaware corporation (the ?Company?), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and ot

Specimen Warrant Certificate.**

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW INTEGRAL ACQUISITION CORPORATION 1 Incorporated Under the Laws of the State of Delaware CUSIP 45827K 119 Warrant Certificate This Warrant Certificate certifies that , or registered assigns,

Certificate of Incorporation.**

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF INTEGRAL ACQUISITION CORPORATION 1 February 16, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Integral Acquisition Corporation 1 (th

Securities Subscription Agreement between the Registrant and Integral Sponsor LLC.**

EX-10.7 Exhibit 10.7 INTEGRAL ACQUISITION CORPORATION 1 667 Madison Avenue, 5th Floor New York, NY 10065 February 16, 2021 Integral Sponsor LLC 667 Madison Avenue, 5th Floor New York, NY 10065 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on February 16, 2021 by and between Integral Sponsor LLC, a Delaware limited liability company (th

Form of Forward Purchase Agreement between the Registrant and Crescent Park.**

EXHIBIT 10.10 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into and effective as of August 23, 2021, by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Crescent Park Management, L.P. (the “Purch

BY LAWS INTEGRAL ACQUISITION CORPORATION I (THE “CORPORATION”) ARTICLE I

EX-3.3 Exhibit 3.3 BY LAWS OF INTEGRAL ACQUISITION CORPORATION I (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registere

Consent of Stuart Hutton.*

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Integral Acquisition Corporation 1 of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Int

Consent of Niraj Javeri.*

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Integral Acquisition Corporation 1 of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Int

Consent of Lynne Thornton.*

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Integral Acquisition Corporation 1 of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Int

Filed with the U.S. Securities and Exchange Commission on June 11, 2021 under the Securities Act of 1933, as amended.

Table of Contents Filed with the U.S. Securities and Exchange Commission on June 11, 2021 under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTEGRAL ACQUISITION CORPORATION 1 (Exact name of registrant as specified in its charter) Delaware 6770 8

Consent of James Cotton.*

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Integral Acquisition Corporation 1 of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Int

Integral Acquisition Corporation 1 667 Madison Avenue New York, NY 10065

Integral Acquisition Corporation 1 667 Madison Avenue New York, NY 10065 VIA EDGAR June 11, 2021 U.

This draft registration statement is being submitted confidentially to the U.S. Securities and Exchange Commission on April 8, 2021 and is not being publicly filed under the Securities Act of 1933, as amended.

Table of Contents This draft registration statement is being submitted confidentially to the U.

Consent to be Named as a Director Nominee

EX-99.5 3 filename3.htm Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Integral Acquisition Corporation 1 of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b

Consent to be Named as a Director Nominee

EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Integral Acquisition Corporation 1 of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of director

Consent to be Named as a Director Nominee

EX-99.6 4 filename4.htm Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Integral Acquisition Corporation 1 of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b

Consent to be Named as a Director Nominee

EX-99.7 5 filename5.htm Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Integral Acquisition Corporation 1 of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b