0001193125-24-083694.txt : 20240402 0001193125-24-083694.hdr.sgml : 20240402 20240401182729 ACCESSION NUMBER: 0001193125-24-083694 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240402 DATE AS OF CHANGE: 20240401 EFFECTIVENESS DATE: 20240402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Integral Acquisition Corp 1 CENTRAL INDEX KEY: 0001850262 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 862148394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41006 FILM NUMBER: 24811541 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 2122096132 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 NT 10-K 1 d815461dnt10k.htm NT 10-K 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 Transition Period Ended:        

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

   

 

PART I — REGISTRANT INFORMATION

 

Full Name of Registrant:    Integral Acquisition Corporation 1
Former Name if Applicable:    N/A
Address of Principal Executive Office (Street and Number):    667 Madison Avenue
City, State and Zip Code:    New York, New York 10065

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

 

☒     (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Form 10-K for the fiscal year ended December 31, 2023 within the prescribed time period without unreasonable effort or expense because additional time is needed to finalize the financial statements for the fiscal year ended December 31, 2023. The Registrant anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

 

(1)       Name and telephone number of person to contact in regard to this notification:
    Enrique Klix          212          209-6132
    (Name)     (Area Code)     (Telephone Number)
(2)     Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
     
(3)     Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For the year ended December 31, 2023, we had net loss of approximately $0.21 million, which consisted of operating costs of approximately $2.41 million, an unrealized loss on the change in the fair value of the forward purchase agreements of approximately $0.04 million and provision from income tax of approximately $0.50 million, partially offset by interest income from the Trust Account of approximately $2.74 million.

For the year ended December 31, 2022, we had net loss of $1,442,314, which consisted of a loss from operations of $1,120,668, provision for income taxes of $269,197 and an unrealized loss on the change in the fair value of the forward purchase agreements of $1,700,783, partially offset by an unrealized gain in the Trust Account of $376,801 and interest income from the Trust Account of $1,271,533.

The amounts reported above are still under review by the Registrant’s independent registered public accounting firm and accounting staff and may differ once reported in the Form 10-K to be filed by the Registrant.

 

 

Integral Acquisition Corporation 1

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:    April 1, 2024     By:     

/s/ Enrique Klix

          Enrique Klix
          Chief Executive Officer