Enrique Klix

About Enrique Klix

Enrique Klix is Chief Executive Officer and Director of Integral Acquisition Corporation 1 (INTE) since inception, with 30+ years across Australia, Europe, and Latin America in turnarounds, M&A, restructurings, and capital markets; he holds a B.A. in Economics from Universidad Católica Argentina and an MBA from the University of Cambridge . As of the FY2024 10-K, he is 56 and serves alongside independent directors; the FY2025 proxy also shows him signing as Chief Executive Officer, Chief Financial Officer and Director on October 10, 2025, indicating interim dual responsibilities at that time . As a SPAC, INTE pays no executive cash compensation pre-business combination and has not disclosed TSR, revenue, or EBITDA performance metrics tied to executive pay to date; compensation is expected to be determined by the post-combination board . Notably, Klix manages the Sponsor that controls a majority of shares, and his multi-citizenship status (Argentina, UK, Australia) causes CFIUS to potentially view the company as a “foreign person,” which can impact deal timing and regulatory risk .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Equity Ownership & Alignment

• Section 16 compliance: Sponsor and Mr. Klix filed one late joint Form 4 for 2023 .
• Insider trading policy: Adopted Feb 12, 2025; Klix designated as Insider Trading Compliance Officer .

Employment Terms

• No cash compensation to executive officers pre-business combination; any post-combination compensation to be determined by the new board/comp committee and disclosed at that time .
• No employment agreements providing severance or termination benefits for executive officers/directors; no change-in-control cash benefits disclosed .
• Registration Rights Agreement grants Sponsor and certain holders demand and piggy-back rights for Founder Shares, Private Placement Warrants, and any securities from working capital loans; company bears filing costs .
• Letter Agreement (Nov 2, 2021) subjects Founder Shares to transfer restrictions, waiver of redemption, and obligation to vote in favor of a business combination; initial holders waived liquidation rights on Founder Shares .
• Sponsor interests: Founder Shares and Private Placement Warrants would expire worthless if no business combination (explicit incentive to complete a deal) .

Board Governance

• Role: CEO and Director since inception; signed 2025 proxy as Chief Executive Officer, Chief Financial Officer and Director, reflecting interim CFO duties as of Oct 10, 2025 .
• Board Chair: James Cotton (Chairman) per FY2023 10-K signatures .
• Independence: Independent directors are Stuart Hutton, Niraj Javeri, and Lynne Thornton .
• Committees:
  • Audit Committee: Hutton (Chair), Javeri, Thornton; all independent; Hutton is audit committee financial expert .
  • Compensation Committee: Javeri (Chair), Hutton, Thornton; independent; charter covers CEO goal-setting, incentive plan administration, and clawback oversight .
• Meetings: In 2023, Board held 17 meetings; Audit Committee held 4; Compensation Committee held 0 . All five directors attended the Second Special Meeting .

Director Compensation

Compensation Structure Analysis

• Pay-for-performance linkage: No cash pay or incentive payouts to executives pre-deal; no disclosed operational or TSR metrics governing pay to date .
• Equity alignment and risk: Sponsor’s Founder Shares and 4.95M private warrants create strong incentive to close any deal (securities become worthless otherwise); potential misalignment risk if deal quality is secondary to completion probability .
• Cash vs. equity mix: Effectively 0% cash/100% Sponsor equity exposure pre-deal; admin fee is to Sponsor for services, not executive salary .
• Clawback policy: Board adopted an Executive Compensation Clawback Policy effective Oct 2, 2023, compliant with Nasdaq Rule 5608, enabling mandatory recovery of incentive comp after restatements within a 3-year lookback regardless of misconduct .
• Trading controls: Insider Trading Policy adopted Feb 12, 2025; Klix is designated compliance officer and pre-clears Section 16 transactions—reduces risk of improper trading but centralizes control with CEO .

Related Party Transactions (select)

• Administrative services: Up to $20,000/month to Sponsor for office/admin; $240,000 paid in 2023 .
• Founder Share Conversion: On Nov 3, 2023, 2,874,999 Class A were issued upon conversion from Class B (2,824,999 to Sponsor; 50,000 to anchor investor); shares carry pre-conversion restrictions .
• Private Placement Warrants: Sponsor purchased 4,950,000 warrants at $1.00 each; $11.50 strike; 30-day post-close transfer lock-up .
• IPO loan to Sponsor and administrative arrangements disclosed; overpayment of $138,493 repaid Nov 11, 2021 .

Risk Indicators & Red Flags

• Control/low float risk: Sponsor held ~69.4% (Oct 2024) rising to ~87.25% (Oct 2025), with total outstanding Class A reduced to 3,237,669 (plus 1 Class B) as of Sept 30, 2025—material control and potential volatility/low float dynamics .
• CFIUS/foreign person risk: Sponsor controlled by a non-U.S. person; Klix holds Argentine, UK, and Australian citizenship; potential CFIUS review may affect business combination timing and feasibility .
• Filing controls: One late joint Form 4 by Sponsor and Klix in 2023 noted (process/control watchpoint) .
• Extensions: Board sought multiple charter extensions to November 5, 2026; indicates ongoing timeline risk to consummate a business combination .

Equity Ownership & Alignment – Detailed (Vested vs. Unvested / Pledging)

• Vested vs. unvested: Filings describe transfer restrictions on Founder Shares (post-conversion) rather than vesting; no RSU/PSU schedules disclosed pre-deal .
• Pledging/hedging: Insider Trading Policy governs trading; filings reviewed do not disclose pledging by Klix; policy prohibits improper trading and requires pre-clearance by Klix as Compliance Officer .
• Ownership guidelines: Not disclosed in reviewed filings; pre-deal SPAC structure typically lacks such guidelines .

Employment Terms – Change-in-Control and Severance

Investment Implications

• Alignment and deal incentives: With Sponsor-controlled equity and warrants expiring worthless absent a deal, incentives are tilted strongly toward consummating a transaction; investors should scrutinize target quality and structure to mitigate adverse selection risk .
• Control and liquidity dynamics: Extremely high insider/Sponsor ownership (≈69% in 2024, ≈87% in 2025) and a small public float can amplify price volatility and create post-close selling pressure as transfer restrictions roll off .
• Governance safeguards: Independent Audit and Compensation Committees are in place with clear charters and clawback/insider trading policies; however, interim consolidation of CEO/CFO titles as of Oct 2025 concentrates control and may warrant enhanced oversight until a permanent CFO structure is clarified .
• Regulatory pathway: Potential CFIUS scrutiny (foreign person status) introduces timeline and execution risk for cross-border targets; diligence on CFIUS-sensitive sectors is critical .
• Process controls: The single late joint Form 4 is a minor flag; the later adoption of a formal insider trading policy and designation of Klix as Compliance Officer should improve compliance discipline .