INTEGRAL ACQUISITION CORPORATION 1 Item 1.01. Entry into a Material Definitive Agreement.
Following the approval of the Extension Amendment Proposal (as defined below),
on
The Company will deposit
The Note bears no interest and is repayable in full upon the date of the consummation of the Initial Business Combination or the liquidation of the Company.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, an aggregate of at least one-half of the Company's outstanding
shares of Common Stock, par value
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At the Meeting, the Company's stockholders approved the Extension Amendment Proposal. The following is a tabulation of the votes with respect to the Extension Amendment Proposal and the approval of the Charter Amendment:
For Against Abstain Broker Non-Votes 11,624,000 1,870 0 0
In connection with the vote to approve the Extension Amendment Proposal, holders
of 8,470,059 Public Shares properly exercised their right to redeem their shares
for cash at a redemption price of approximately
A proposal to adjourn the Meeting to a later date was not presented because there were enough votes to approve the Extension Amendment Proposal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description of Exhibits 3.1 Amendment to Amended and Restated Certificate of Incorporation 10.1 Promissory Note issued toIntegral Sponsor LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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