UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
IntegralAcquisition Corporation 1
(Name of Issuer)
Common Shares
(Title ofClass of Securities)
45827K101
(CUSIP Number)
December31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this formwith respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the SecuritiesExchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 45827K101
(1) Names of reporting persons
Mizuho Financial Group, Inc.
(2) Check the appropriate box if amember of a group (see instructions)
(a)(b)
(3) SEC use only
(4) Citizenship or place oforganization
Japan
Number of (5) Sole voting power
shares
beneficially 242,318**
owned by
each
reporting
person
with:
(6) Shared voting power
None
(7) Sole dispositive power
242,318**
(8) Shared dispositive power
None
(9) Aggregate amount beneficially owned by each reporting person
242,318**
(10) Check if the aggregate amountin Row (9) excludes certain shares (see instructions)
(11) Percent of class represented byamount in Row (9)
6.02%
(12) Type of reporting person (seeinstructions)
FI
** Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirectbeneficial
owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary.
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SCHEDULE 13G Page 3 of 7
Item 1(a) Name of issuer:
Integral Acquisition Corporation 1
Item 1(b) Address of issuer's principal executive offices:
667 Madison Avenue, New York, NY 10065
2(a) Name of person filing:
Mizuho FinancialGroup, Inc.
2(b) Address or principal business office or, if none, residence:
1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan
2(c) Citizenship:
Japan
2(d) Title of class of securities:
CommonShares,
2(e) CUSIP No.:
45827K101
Item 3. If this statement is filed pursuant to (s)(s)240.13d-1(b) or 240.13d-2(b) or (c), checkwhether the person filing is a:
(a) Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o);
(b) Bank as defined in section 3(a)(6)
of the Act (15 U.S.C. 78c);
(c) Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c);
(d) Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) An investment adviser in accordance
with (s)240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in
accordance with (s)240.13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in
accordance with (s)240.13d-1(b)(1)(ii)(G);
(h) A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) A
non-U.S.
institution in accordance with
(s)240.13d-1(b)(1)(ii)(J);
(k) Group, in accordance with
(s)240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S.
institution in accordance with (s)240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 242,318.
(b) Percent of class:6.02.
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SCHEDULE 13G Page 4 of 7
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 242,318.
(ii) Shared power to vote or to direct the vote None.
(iii) Sole power to dispose or to direct the disposition of 242,318.
(iv) Shared power to dispose or to direct the disposition of None.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to reportthe fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following
.
Dissolution of a group requires a response to this item.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by theParent Holding Company or Control Person.
See Exhibit A
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
ofbusiness and were not acquired and are held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transactionhaving that purpose or effect other than activities solely
in connection with a nomination under
(s)240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the
foreign regulatory scheme applicable to a parent holding company is
substantiallycomparable to the regulatory scheme applicable to the
functionally equivalent U.S. institution. I also undertake to furnish to the
Commission staff, upon request, information that would otherwise be disclosed
in a Schedule 13D.
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Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: Signature: /s/ Masaaki Kaneko
02-13-2024
Name: Masaaki Kaneko
Title: Managing Director, Global Corporate Function Coordination Dep.
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Power of Attorney
Pursuant to and in accordance with the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the rules andregulations thereunder, the
undersigned, in the undersigned capacity as an authorized representative of
Mizuho Financial Group, Inc. (the "Company"), hereby grants full power and
authority to Masaaki Kaneko, Managing Director, Head ofGlobal Branches &
Subsidiaries Coordination Office, Global Corporate Function Coordination
Department, to:
1. execute on behalf of the undersigned Form 13G in accordance with Section 13(d)
and Section 13(g) ofthe Exchange Act or any rule or regulation thereunder; .
2. do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable tocomplete and execute any such Form 13G, complete and execute
any amendments, restatements, supplements, and/or exhibits thereto, and timely
file such form with the U.S. Securities and Exchange Commission (the "SEC"); and
3. take any other action in connection with the
foregoing which, in the opinion of such
attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by or for,
the undersigned, it being understood that the documents executed by such
attorney-in-fact
on behalf of the undersigned pursuant to this Limited Power of Attorney shall
be in such form and shall contain such information and disclosure as such
attorney-in-fact
may approve in such
attorney-in-fact's
discretion.
The undersigned hereby grants to such
attorney-in-fact
fullpower and authority to do and perform any and every act and thing
whatsoever required, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might orcould do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact,
or such
attorney-in-fact's
substitute, shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorney-in-fact,
in serving in such capacity at the request and on the behalf of the
undersigned, is not assuming any of the undersigned's responsibilities
tocomply with, or any liability for the failure to comply with, any provision
of Section 13 of the Exchange Act.
This Limited Power ofAttorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 13G with respect to the
Company's holdings of and transactions in securities, unless earlier revoked
by the undersigned in a signed writingdelivered to the foregoing
attorney-in-fact.
[Signaturepage to follow]
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SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby has caused this Power of Attorney
to be executed.
Mizuho Financial Group, Inc.
Date: Signature: /s/ Hidekatsu Take
02-13-2024
Name: Hidekatsu Take
Title: Senior Executive Officer
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 10020, USA A registered Broker-Dealer
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 andregulations 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 grants full power andauthority to
Masaaki Kaneko, Managing Director, Head of Global Branches & Subsidiaries
Coordination Office, Global Corporate Function Coordination Department of
Mizuho Financial Group, Inc., as agent to:
1. execute on behalf of the undersigned Form 13G in accordance with Section 13(d)
and Section 13(g) ofthe Exchange Act or any rule or regulation thereunder; .
2. do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable tocomplete and execute any such Form 13G, complete and execute
any amendments, restatements, supplements, and/or exhibits thereto, and timely
file such form with the U.S. Securities and Exchange Commission (the "SEC"); and
3. take any other action in connection with the
foregoing which, in the opinion of such
attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by or for,
the undersigned, it being understood that the documents executed by such
attorney-in-fact
on behalf of the undersigned pursuant to this Limited Power of Attorney shall
be in such form and shall contain such information and disclosure as such
attorney-in-fact
may approve in such
attorney-in-fact's
discretion.
The undersigned hereby grants to each such
attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever required, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned mightor could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact,
or such
attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact,
in serving in such capacity at the request and on the behalf of the
undersigned, are not assuming any of the undersigned's responsibilities
tocomply with, or any liability for the failure to comply with, any provision
of Section 13 of the Exchange Act.
This Limited Power ofAttorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 13G with respect to the
Companies' holdings of and transactions in securities, unless earlier revoked
by the undersigned in a signedwriting delivered to each of the foregoing
attorneys-in-fact.
[Signature page to follow]
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SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby has caused this Power of Attorney
to be executed.
Mizuho Bank, Ltd
Date: Signature: /s/ Makoto Samejima
02-13-2024
Name: Makoto Samejima
Title: Co-Head
of Global Corporate & Investment Banking Division
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SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby has caused this Power of Attorney
to be executed.
Mizuho Americas LLC
Date: Signature: /s/ Richard Skoller
02-13-2024
Name: Richard Skoller
Title: Chief Legal Officer
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SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby has caused this Power of Attorney
to be executed.
Mizuho Securities USA LLC
Date: Signature: /s/ Richard Skoller
02-13-2024
Name: Richard Skoller
Title: Managing Director, General Counsel