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| Name | Symbol | Market | Type |
|---|---|---|---|
| Integral Acquisition Corporation 1 | NASDAQ:INTEW | NASDAQ | Equity Warrant |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.0499 | 0.035 | 0.06 | 0 | 00:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
Not Applicable
(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 |
Name of each exchange | ||
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.
| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on October 19, 2023, Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), entered into a Business Combination Agreement, as amended by that certain Assignment, Novation and Amendment Agreement dated July 2, 2024 (as amended, the “Business Combination Agreement”), with Flybondi Holdings plc, a public limited company incorporated under the laws of England and Wales (“FB Parent”), Gaucho MS, Inc., a Delaware corporation (“Merger Sub”), Flybondi Limited, a private limited company incorporated under the laws of England and Wales (“Flybondi”) and certain holders of Flybondi’s outstanding shares that have executed the Business Combination Agreement (the “Joining Sellers”).
On October 1, 2024, the parties to the Business Combination Agreement entered into the Second Amendment to Business Combination Agreement (the “Second Amendment”), pursuant to which the parties agreed to extend the Agreement End Date (as defined in the Business Combination Agreement) from November 1, 2024 to March 31, 2025. Other than the extension of the Agreement End Date, the terms of the Business Combination Agreement remain unchanged.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Important Information about the Proposed Business Combination and Where to Find It
This current report relates to the proposed business combination involving the Company and Flybondi (the “Business Combination”). In connection with the proposed Business Combination, the Company and Flybondi will become subsidiaries of FB Parent, which will be the going-forward public company.
The proposed Business Combination will be submitted to the Company’s stockholders for their consideration and approval. FB Parent intends to file with the SEC a registration statement on Form F-4 (the “Registration Statement”), which will include a proxy statement/prospectus to be distributed to the Company’s stockholders in connection with the Company’s solicitation of proxies for the vote by the Company’s stockholders to approve the proposed Business Combination and other matters as described in the Registration Statement, and certain other related documents, as well as the prospectus relating to the offer of the securities to be issued by FB Parent in connection with the completion of the proposed Business Combination. THE COMPANY’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ, ONCE AVAILABLE, THE REGISTRATION STATEMENT AND THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS (ONCE AVAILABLE) IN CONNECTION WITH THE COMPANY’S SOLICITATION OF PROXIES FOR ITS SPECIAL MEETING OF STOCKHOLDERS TO BE HELD TO APPROVE, AMONG OTHER THINGS, THE BUSINESS COMBINATION, AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FLYBONDI, THE COMPANY, AND THE PROPOSED BUSINESS COMBINATION. After the Registration Statement has been filed and declared effective, the proxy statement/prospectus and other relevant documents will be mailed to shareholders of the Company as of a record date to be established for voting on the proposed Business Combination. Investors and security holders will also be able to obtain copies of the Registration Statement, any amendments or supplements thereto, the preliminary or definitive proxy statement, once available, and other documents containing important information about each of the companies filed by the Company or FB Parent once such documents are filed with the SEC, without charge, at the SEC’s website at https://www.sec.gov. The information contained on, or that may be accessed through, the websites referenced in this current report is not incorporated by reference into, and is not a part of, this current report.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
The Company, Flybondi, FB Parent, and their respective directors, executive officers, other members of management, and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders and Flybondi’s shareholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s filings with the SEC, including the Company’s final prospectus relating to its initial public offering, which was filed with the SEC on November 4, 2021, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on April 12, 2024, are each available free of charge at the SEC’s website at https://www.sec.gov. Additional information regarding the interests of such participants and any other persons who may, under SEC rules, be deemed to be participants in the solicitation of the Company’s stockholders in connection with the proposed Business Combination will be set forth in the Registration Statement for the proposed Business Combination when available. A list of the names of such participants and information regarding their direct or indirect interests in the proposed Business Combination will be contained in the Registration Statement for the proposed Business Combination when available. You may obtain free copies of these documents, when available, from the sources indicated above.
Forward-Looking Statements
Certain statements made in this current report are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this current report, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “could,” “continue,” “might,” “outlook,” “possible,” “potential,” “predict,” “scheduled,” “should,” “would,” “target,” “future,” “propose,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are not statements of historical matters but are instead expressions that indicate future events or trends and that intended to identify forward-looking statements, although the absence of these words does not mean that a statement is not forward-looking. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Actual results are difficult or impossible to predict. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Flybondi’s or the Company’s control, that could cause actual results or outcomes to differ materially from assumptions and from the results or outcomes predicted in the forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Although Flybondi and the Company believe that their respective plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Flybondi nor the Company can assure you that either will achieve or realize these plans, intentions, or expectations. Important factors, among others, that may affect actual results or outcomes include (i) the occurrence of any event, change, or other circumstances that could give rise to the inability to complete the proposed Business Combination in a timely manner or at all (including due to the failure to receive required shareholder approvals, failure to receive any other necessary approvals or the failure of other closing conditions); (ii) the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition and the ability of FB Parent to grow and manage growth profitably, maintain key relationships, and retain its management and key employees; (iii) the inability to obtain or maintain the listing of the Company’s shares on Nasdaq following the business combination; (iv) costs related to the proposed Business Combination; (v) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (vi) the Company and Flybondi’s ability to manage growth and execute business plans and meet projections; (vii) changes to the proposed structure of the proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the proposed Business Combination; (viii) the outcome of any potential litigation involving the Company or Flybondi; (ix) changes in applicable laws or regulations; (x) failure of Flybondi to comply with laws and regulations applicable to Flybondi’s business; (xi) Flybondi’s estimate of expenses and profitability; (xii) assumptions regarding redemptions by the Company’s stockholders and purchase price and other adjustments; (xiii) changes in the competitive environment affecting Flybondi; (xiv) the impact of pricing pressure and erosion on Flybondi; (xv) the failure to obtain additional capital on acceptable terms; (xvi) the failure of Flybondi to respond to fluctuations in foreign currency exchange rates;
(xvii) any downturn or volatility general economic and market conditions impacting demand for Flybondi’s services, and in particular economic and market conditions in the travel industry in the markets in which Flybondi operate; (xviii) Flybondi’s estimates of its financial performance; and (xix) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the proposed Business Combination, including those under “Risk Factors” therein, and in the Company’s other filings with the SEC. There may be additional risks that none of Flybondi, FB Parent, or the Company presently knows or that Flybondi, FB Parent, or the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect Flybondi’s, FB Parent’s, or the Company’s expectations, plans, or forecasts of future events and views of the date of this current report. Flybondi, FB Parent, and the Company anticipate that subsequent events will cause Flybondi’s, FB Parent’s, and the Company’s assessments to change. Forward-looking statements speak only as of the date they are made, and none of Flybondi, FB Parent, or the Company undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. None of Flybondi, FB Parent, or the Company gives any assurance that any of Flybondi, FB Parent, or the Company will achieve expectations.
No Offer or Solicitation
This current report does not constitute a solicitation of a vote or a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This current report also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Second Amendment to Business Combination Agreement, dated as of October 1, 2024, by and among Integral Acquisition Corporation 1, Flybondi Holdings plc, Gaucho MS, Inc., and Flybondi Limited. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this current 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: October 3, 2024 | ||||||
Exhibit 10.1
SECOND AMENDMENT
TO
BUSINESS COMBINATION AGREEMENT
This Second Amendment (“Second Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of October 1, 2024 by and among Integral Acquisition Corporation 1, a Delaware corporation (“SPAC”), Flybondi Holdings plc, a public limited company incorporated under the laws of England and Wales (“TopCo”), Gaucho MS, Inc., a Delaware corporation and wholly-owned Subsidiary of TopCo (“Merger Sub” and, together with TopCo, the “TopCo Parties” and each, a “TopCo Party”), and Flybondi Limited, a private limited company incorporated under the laws of England and Wales (the “Company”) and the Joining Sellers set forth on the signature pages hereto (the “Joining Sellers”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
RECITALS:
WHEREAS, SPAC, FB Parent Limited, a limited company incorporated under the laws of England and Wales “Predecessor TopCo”), Merger Sub, the Company and the Joining Sellers entered into that certain Business Combination Agreement, dated as of October 19, 2023 (as amended by the First Amendment referred to below, the “Original Agreement,” and as further amended, the “Business Combination Agreement”); and
WHEREAS, the Original Agreement was amended by an Assignment, Novation and Amendment Agreement dated July 2, 2024, to substitute Topco for Predecessor Topco (the “First Amendment”); and
WHEREAS, Section 14.11 of the Business Combination Agreement provides that the Business Combination Agreement may be amended or modified only by execution of a written instrument signed by SPAC, the TopCo Parties and the Company; and
WHEREAS, the parties now desire to amend the Business Combination Agreement to extend the Agreement End Date as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the Business Combination Agreement, the parties hereto, intending to be legally bound, do hereby acknowledge and agree as follows:
(a) Section 13.1(e) of the Business Combination Agreement is hereby amended as follows:
“(e) prior to the Closing, by written notice to the Company from SPAC if (i) there is any breach of any representation, warranty, covenant or agreement on the part of the Company, the Sellers or any TopCo Party set forth in this Agreement, such that the conditions specified in Section 12.2(a), 12.2(b) or 12.2(c) would not be satisfied at the Closing (a “Terminating Company Breach”), except that, if such Terminating Company Breach is curable by the Company, the Sellers or such TopCo Party through the exercise of its commercially reasonable efforts, then, for a period of up to thirty (30) days after receipt by the Company of notice from SPAC of such breach (the “Company Cure Period”), but only as long as the Company, the Sellers or such TopCo Party continues to use its or their
commercially reasonable efforts to cure such Terminating Company Breach, such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period or (ii) the Closing has not occurred on or before March 31, 2025 (the “Agreement End Date”); provided, further, that SPAC shall not have the right to terminate this Agreement pursuant to clause (i) of this Section 13.1(e) if SPAC is then in breach of any of its covenants, agreements, representations or warranties contained in this Agreement, which breach would cause any condition set forth in Section 12.3(a) or Section 12.3(b), as applicable, not to be satisfied; provided, further, that the right to terminate this Agreement pursuant to clause (ii) of this Section 13.1(e) shall not be available to SPAC in the event that the breach of or failure to perform any provision of this Agreement by SPAC is the proximate cause of the failure of the Closing to be consummated by the Agreement End Date;”
2. Miscellaneous. Except as expressly provided in this Second Amendment, all of the terms and provisions in the Business Combination Agreement and the Ancillary Agreements are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Second Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Business Combination Agreement or any Ancillary Agreement, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the Business Combination Agreement in the Business Combination Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Original Agreement, as amended by this Second Amendment (or as the Business Combination Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). The Original Agreement, as amended by this Second Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Business Combination Agreement, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter. If any provision of the Original Agreement is materially different from or inconsistent with any provision of this Second Amendment, the provision of this Second Amendment shall control, and the provision of the Original Agreement shall, to the extent of such difference or inconsistency, be disregarded. Sections 14.1 through 14.9, and 14.11 through 14.19 of the Original Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this Second Amendment as if all references to the “Agreement” contained therein were instead references to this Second Amendment.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, each party hereto has caused this Second Amendment to be signed and delivered as of the date first written above.
| SPAC: | ||
| INTEGRAL ACQUISITION CORPORATION 1 | ||
| By: | /s/ Enrique Klix | |
| Name: Enrique Klix | ||
| Title: Executive Officer | ||
| COMPANY: | ||
| FLYBONDI LIMITED | ||
| By: | /s/ Peter Yu | |
| Name: Peter Yu | ||
| Title: Director | ||
| TOPCO: | ||
| FLYBONDI HOLDINGS PLC | ||
| By: | /s/ Peter Yu | |
| Name: Peter Yu | ||
| Title: Director | ||
| MERGER SUB: | ||
| GAUCHO MS, INC. | ||
| By: | /s/ Peter Yu | |
| Name: Peter Yu | ||
| Title: Director | ||
| JOINING SELLER: | ||
| YAMASA CO. LTD. | ||
| By: | /s/ Yuichi Tashiro | |
| Name: Yuichi Tashiro | ||
| Title: General Manager | ||
| JOINING SELLER: | ||
| FLYARGENTINA B.V. | ||
| By: | /s/ Bora Subaşi | |
| Name: Bora Subaşi | ||
| Title: Director | ||
| By: | /s/ Nagihan Sengul | |
| Name: Nagihan Sengul | ||
| Title: Director | ||
| JOINING SELLER: | ||
| GIVIN B.V. | ||
| By: | /s/ Nurcan Ertas | |
| Name: Nurcan Ertas | ||
| Title: Director | ||
| By: | /s/ Nagihan Sengul | |
| Name: Nagihan Sengul | ||
| Title: Director | ||
| JOINING SELLER: | ||
| DEL PLATA ENERGY HOLDINGS, LLC | ||
| By: | /s/ Gianluca Galeotti | |
| Name: Gianluca Galeotti | ||
| Title: Executive Director | ||
| JOINING SELLER: | ||
| PANGAEA TWO ACQUISITION HOLDINGS XVII, LTD | ||
| By: | /s/ Peter Yu | |
| Name: Peter Yu | ||
| Title: Authorized Signatory | ||
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