Form 8-K - Current report

Units, each consisting of one share of Class A Common Stock andone-halfof one redeemable Warrant false 0001850262 0001850262 2024-07-02 2024-07-02 0001850262 dei:FormerAddressMember 2024-07-02 2024-07-02 0001850262 us-gaap:CapitalUnitsMember 2024-07-02 2024-07-02 0001850262 us-gaap:CommonStockMember 2024-07-02 2024-07-02 0001850262 us-gaap:WarrantMember 2024-07-02 2024-07-02

 

 

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)		(Commission File Number)		(IRS Employer Identification No.)

1330 Avenue of the Americas, 23rd Floor

New York, NY 10019

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: [phone]

667 Madison Avenue

New York, New York 10065

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one Redeemable Warrant		INTEU		The Nasdaq Stock Market LLC
Class A common stock, $0.0001 par value		INTE		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A Common Stock at an exercise price of $11.50		INTEW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 1.01

Entry into a Material Definitive Agreement

On July 2, 2024, Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), entered into an assignment, novation and amendment agreement (the “Novation Agreement”) with FB Parent Limited, a limited company incorporated under the laws of England and Wales (the “Assignor”), Flybondi Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Assignee”), Gaucho MS, Inc., a Delaware corporation (“Merger Sub”), Flybondi Limited, a private limited company incorporated under the laws of England and Wales (“Flybondi”) and the Joining Sellers (as defined in the Novation Agreement). Pursuant to the Novation Agreement, the Assignor assigned to the Assignee all of its liabilities, agreements, obligations, rights and duties in, under, and arising from that certain Business Combination Agreement, dated as of October 19, 2023 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, the Assignor, Merger Sub, Flybondi, and certain holders of Flybondi’s outstanding shares that have executed the Business Combination Agreement (the “Substitution”).

Also on July 2, 2024, the Company, Integral Sponsor LLC, a Delaware limited liability company, and Flybondi entered into Amendment No. 1 to Sponsor Support Agreement (“Amendment to Sponsor Support Agreement”) to reflect the Substitution.

The above summary of the Novation Agreement and Amendment to Sponsor Support Agreement is qualified in its entirety by reference to the complete text of the Novation Agreement and Amendment to Sponsor Support Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed herewith:

 

Exhibit Number		Description
10.1		Assignment, Novation and Amendment Agreement, dated July 2, 2024, by and among Integral Acquisition Corporation 1, FB Parent Limited, Flybondi Holdings plc, Gaucho MS, Inc., Flybondi Limited, and the Joining Sellers.
10.2		Amendment No. 1 to Sponsor Support Agreement, dated July 2, 2024, by and among Integral Acquisition Corporation 1, Integral Sponsor LLC, and Flybondi Limited.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Integral Acquisition Corporation 1
By:		/s/ Enrique Klix
Name:		Enrique Klix
Title:		Chief Executive Officer

Dated: July 9, 2024

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 Wales (the “Assignee”), Integral Acquisition Corporation 1, a Delaware corporation (“SPAC”), Gaucho MS, Inc., a Delaware corporation (“Merger Sub”), Flybondi Limited (Company Number: 10178160), a private limited company incorporated under the laws of England and Wales (“Flybondi”) and the Joining Sellers set forth on the signature pages hereto (the “Joining Sellers” and, together with the Assignor, SPAC, Merger Sub and Flybondi, the “BCA Parties”) as of July 2, 2024 (“Effective Date”).

RECITALS

WHEREAS, the BCA Parties are parties to that certain Business Combination Agreement dated as of October 19, 2023 (the “BCA”);

WHEREAS, as of the Effective Date, pursuant to Section 14.4 of the BCA, Assignor wishes to assign and transfer to Assignee, and Assignee wishes to accept and assume from Assignor, all of Assignor’s right, title and interest in the BCA and all of Assignor’s liabilities, agreements, obligations, rights and duties in, under, and arising from the BCA;

WHEREAS, it is consistent with the BCA Parties’ interests to recognize Assignee as the successor party to the BCA and release Assignor from any and all liabilities, agreements, obligations, rights and duties in, under and arising from the BCA;

WHEREAS, the BCA Parties are willing to release Assignor from the obligations enumerated in the BCA and to consent to Assignee assuming and being directly obligated and liable for such obligations and becoming party to the BCA in place of Assignor; and

WHEREAS, the parties hereto wish to amend the BCA pursuant to Section 14.11 thereof as hereinafter set forth.

AGREEMENT

NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Amendments to the BCA.

(a) Each reference to “FB Parent Limited, a limited company incorporated under the laws of England and Wales” in the BCA shall be hereby deemed to be a reference to “Flybondi Holdings plc, a public limited company incorporated under the laws of England and Wales” and, as an effect thereof, each reference to “TopCo” in the BCA shall be hereby deemed a reference to Assignee.

(b) Clause (a) of Section 6.2 of the BCA is hereby amended and restated in its entirety as follows:

“(a) As of July 2, 2024, (i) TopCo has issued 1 TopCo Share, and (ii) no other classes or series of TopCo capital stock are issued or outstanding.”

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(c) A new Section 6.10 of the BCA will be included as follows:

“Section 6.10 FB Parent Limited. FB Parent Limited, a limited company incorporated under the laws of England and Wales, was formed and organized solely for the purpose of entering into this Agreement and any Ancillary Agreements and the consummation of the Transaction and has, as of July 2, 2024 not engaged in any activities or business, acquired or disposed of any assets or entered into any agreements or contracts other than this Agreement.”

(d) Clause (a)(i) of Section 12.2 of the BCA is hereby amended and restated in its entirety as follows:

“(i) The representations and warranties of (A) the Company contained in Section 4.2 (Subsidiaries; Capitalization) and (B) the TopCo Parties contained in Section 6.2 (Capitalization) and Section 6.10 (FB Parent Limited) shall be true and correct in all but de minimis respects as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects on and as of such date except for changes after the date of this Agreement that are contemplated or expressly permitted by this Agreement or the Ancillary Agreements;”

2. Assignment. As of the Effective Date, pursuant to Section 14.4 of the BCA, Assignor hereby transfers, assigns, conveys and delivers unto Assignee any and all right, title and interest of Assignor in, to and under the BCA and any other documents or instruments delivered pursuant thereto, and Assignee hereby accepts such transfer, assignment, conveyance and delivery of the BCA and any other documents or instruments delivered pursuant thereto.

3. Novation. Subject to the terms of this Agreement, as of the Effective Date, pursuant to Section 14.4 of the BCA:

(a) Assignor hereby transfers to Assignee any and all liabilities, agreements, obligations, rights and duties of Assignor in, under and arising from the BCA and any other documents or instruments delivered pursuant thereto, and Assignee hereby assumes such liabilities, agreements, obligations, rights and duties of Assignor in, under and arising from the BCA and any other documents or instruments delivered pursuant thereto, including without limitation all of Assignor’s outstanding and future obligations, duties and liabilities under the BCA and any other documents or instruments delivered pursuant thereto, as if Assignee, not Assignor, was the original party to the BCA.

(b) each BCA Party hereby (i) consents to the transfer of Assignor’s liabilities, agreements, obligations, rights and duties under the BCA and any other documents or instruments delivered thereto; (ii) irrevocably and unconditionally releases and discharges Assignor from any and all liabilities, agreements, obligations, rights and duties required to be performed by Assignor thereunder, including without limitation liabilities, agreements, obligations, rights and duties that arose before the Effective Date; and (iii) recognizes Assignee as Assignor’s successor in interest in and to all of Assignor’s rights, duties, obligations and liabilities in, to and under the BCA and any other documents or instruments delivered thereto, including without limitation all of Assignor’s outstanding and future obligations, duties and liabilities under such agreement.

4. Miscellaneous. Sections 14.1, 14.3, 14.4, 14.7, 14.8 and 14.14 of the BCA are incorporated herein by reference and shall apply, mutatis mutandis, to this Agreement.

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5. Amendments. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by the parties hereto. Any purported amendment by any party or parties hereto effected in a manner which does not comply with this Section 5 shall be null and void, ab initio.

6. Consent. Each BCA Party hereby agrees that this Agreement shall constitute consent on the part of such BCA Party to assign, novate and amend, as applicable, the BCA as such consent is required under Sections 14.4 and 14.11 of the BCA.

7. Reference to and Effect on Agreements; Entire Agreement.

(a) Any references to “this Agreement” in the BCA will mean the BCA as modified by this Agreement. Except as specifically amended by this Agreement, the provisions of the BCA shall remain in full force and effect.

(b) This Agreement, the BCA (as modified by this Agreement) and the Ancillary Agreements constitute the entire understanding of the parties and supersedes all prior agreements, undertakings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective representatives thereunto duly authorized as or the date first above written.

 

ASSIGNOR:				FB PARENT LIMITED
				By:		/s/ Peter Yu
				Name: Peter Yu
				Title: Director
ASSIGNEE:				FLYBONDI HOLDINGS PLC
				By:		/s/ Peter Yu
				Name: Peter Yu
				Title: Director
SPAC:				INTEGRAL ACQUISITION CORPORATION 1
				By:		/s/ Enrique Klix
				Name: Enrique Klix
				Title: Chief Executive Officer
COMPANY:				FLYBONDI LIMITED
				By:		/s/ Peter Yu
				Name: Peter Yu
				Title: Director
MERGER SUB:				GAUCHO MS, INC.
				By:		/s/ Peter Yu
				Name: Peter Yu
				Title: President
JOINING SELLER:				/s/ Juan Ball
				Juan Ball

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JOINING SELLER:

 

Yamasa Co. Ltd.
By:		/s/ Yuichi Tashiro
Name:		Yuichi Tashiro
Title:		General Manager

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JOINING SELLER:

 

Flyargentina B.V.
By:		/s/ Nagihan Şengül Karpuz
Name:		Nagihan Şengül Karpuz
Title:		Director
By:		/s/ Bora Slibasi
Name:		Bora Slibasi
Title:		Director

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JOINING SELLER:

 

Givin B.V.
By:		/s/ Nurcan Ertas
Name:		Nurcan Ertas
Title:		Director A
By:		/s/ Nagihan Şengül Karpuz
Name:		Nagihan Şengül Karpuz
Title:		Director B

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JOINING SELLER:

 

Del Plata Energy Holdings, LLC
By:		/s/ Gian Luca Galeotti
Name:		Gian Luca Galeotti
Title:		Attorney-in-fact

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JOINING SELLER:

 

Pangaea Two Acquisition Holdings XVII, Ltd
By:		/s/ Peter Yu
Name:		Peter Yu
Title:		Authorized Signatory

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 Limited (Company Number: 10178160), a private limited company incorporated under the laws of England and Wales (the “Company”). The Sponsor, SPAC and the Company are sometimes collectively referred to herein as the “Parties”, and each individually as a “Party”. Capitalized terms not otherwise defined in this Amendment have the meanings given to such terms in the Sponsor Support Agreement.

WHEREAS, on July 2, 2024, FB Parent Limited (Company Number: 15181508), a limited company incorporated under the laws of England and Wales (“TopCo”), and Flybondi Holdings PLC (Company Number: 15529690), a public limited company incorporated under the laws of England and Wales (“New TopCo”), entered into a Contribution Agreement pursuant to which TopCo contributed all of the issued and outstanding shares of Merger Sub Common Stock in Merger Sub to New TopCo (the “Contribution”);

WHEREAS, concurrently with the Parties’ execution and delivery of this Amendment, SPAC, the Company, TopCo, Merger Sub, New TopCo and each of the holders of the Company’s outstanding shares that are named therein entered into an amendment to the Business Combination Agreement pursuant to which, among other things, (i) New TopCo agreed to become a party to the Business Combination Agreement and agreed to assume all rights and obligations of TopCo thereunder, and (ii) the Parties to the Business Combination Agreement agreed to release TopCo of all of its obligations thereunder, and TopCo ceased to be a party thereto; and

WHEREAS, the Parties desire to amend the Sponsor Support Agreement as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

AMENDMENT TO THE SPONSOR SUPPORT AGREEMENT

1. References to TopCo. The Parties hereby agreed that all references to TopCo in the Sponsor Support Agreement shall hereafter be interpreted and construed as references to New TopCo.

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ARTICLE II

MISCELLANEOUS

1. No Further Amendment. Except as expressly amended hereby, the Sponsor Support Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Sponsor Support Agreement or any of the documents referred to therein.

2. Effect of Amendment. This Amendment shall form a part of the Sponsor Support Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the Parties, any reference to the Sponsor Support Agreement shall be deemed a reference to the Sponsor Support Agreement as amended hereby.

3. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York applicable to Contracts executed in and to be performed in that State.

4. Severability. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Amendment so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible

5. Counterparts; Electronic Delivery. This Amendment may be executed and delivered (including by facsimile or portable document format (.pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

 

SPONSOR:
INTEGRAL SPONSOR, LLC
By:		/s/ Enrique Klix
Name:		Enrique Klix
Title:		Managing Member

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

 

SPAC:
INTEGRAL ACQUISITION CORPORATION 1
By:		/s/ Enrique Klix
Name:		Enrique Klix
Title:		Chief Executive Officer

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

 

COMPANY:

FLYBONDI LIMITED

By: /s/ Peter Yu

Name: Peter Yu

Title: Director

Document and Entity Information	Jul. 02, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 02, 2024
Entity Registrant Name	Integral Acquisition Corporation 1
Entity Incorporation State Country Code	DE
Entity File Number	001-41006
Entity Tax Identification Number	86-2148394
Entity Address Address Line 1	1330 Avenue of the Americas
Entity Address Address Line 2	23rd Floor
Entity Address City Or Town	New York
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10019
City Area Code	212
Local Phone Number	209-6132
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001850262
Former Address [Member]
Document Information [Line Items]
Entity Address Address Line 1	667 Madison Avenue
Entity Address City Or Town	New York
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10065
Capital Units [Member]
Document Information [Line Items]
Security 12b Title	Units, each consisting of one share of Class A Common Stock andone-halfof one redeemable Warrant
Trading Symbol	INTEU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Security 12b Title	Redeemable Warrants, each whole warrant exercisable for one Class A Common Stock at an exercise price of $11.50
Trading Symbol	INTEW
Security Exchange Name	NASDAQ
Common Stock [Member]
Document Information [Line Items]
Security 12b Title	Class A common stock, $0.0001 par value
Trading Symbol	INTE
Security Exchange Name	NASDAQ

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