M&A - Flybondi Holdings plc

Form Type: POS AM

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000095017025026705

Filing Summary: On February 25, 2025, Flybondi Holdings plc filed a post-effective amendment (POS AM) to their registration statement on Form F-4 in relation to a proposed merger with Integral Acquisition Corporation 1. The document outlines the Business Combination Agreement established on October 19, 2023 among Flybondi Holdings plc, Integral Acquisition Corporation 1, and other parties involved in the transaction. The merger entails Flybondi Holdings acquiring shares of Flybondi Limited in exchange for issuing new ordinary shares of Flybondi Holdings. Key terms include a total consideration valued at up to $300 million for Flybondi shares with an exchange ratio and details on the impacted shareholders. The agreement facilitates the merger whereby Integral will be absorbed into Flybondi Holdings, yielding a new entity focused on managing the existing assets effectively. The parties to the agreement include specified representatives and professionals involved in advisory capacities, indicating the strategic significance and anticipated complementation of their business operations post-merger. The registration is contingent upon various approvals and terms outlined within the agreement, including the significant lock-up and registration rights agreements surrounding the shared securities. The anticipated closure is tied to the voting results from Integral's upcoming special meeting, which aims to secure necessary shareholder approvals for the completion of the merger arrangement.

Form Type: F-4/A

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000095017025017395

Filing Summary: Flybondi Holdings plc is amending its registration statement for a proposed business combination with Integral Acquisition Corporation 1. The document details a special meeting for Integral shareholders to approve the Business Combination Agreement with Flybondi. The agreement outlines a share exchange where FB Parent will acquire Flybondi Shares, while Integral will merge into Merger Sub, becoming a wholly-owned subsidiary of FB Parent. FB Parent is expected to issue up to 33,237,670 ordinary shares and 10,700,000 warrants in connection with this transaction, valued at approximately $300 million. The document provides details on the voting procedure and the fairness opinion rendered by Marshall & Stevens regarding the equity transaction, affirming it as financially fair to Integral's unassociated public stockholders. It also discusses the anticipated trading symbols and listing plans for the new entity on the Nasdaq.

Form Type: F-4

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000095017025008440

Filing Summary: Flybondi Holdings plc has filed a registration statement on Form F-4 related to the proposed Business Combination Agreement with Integral Acquisition Corporation 1. This agreement, dated October 19, 2023, outlines that FB Parent (Flybondi Holdings plc) will acquire shares of Flybondi Limited from the Sellers in exchange for issuing new ordinary shares of FB Parent. Integral will merge with a subsidiary, Merger Sub, resulting in Integral becoming a wholly-owned subsidiary of FB Parent. The transaction will involve an exchange of Flybondi Shares for FB Parent Ordinary Shares valued at $10.00 per share, with a total consideration of up to $300 million, contingent upon participation from Flybondi shareholders. Post-merger, all Integral shares will be converted into FB Parent Ordinary Shares, and outstanding warrants will convert into FB Parent warrants. Integral’s board, based on a fairness opinion from Marshall & Stevens, supports the Business Combination, which is anticipated to enhance market presence and shareholder value. The deal also entails complexities regarding ownership dynamics and potential dilution of shares.

Form Type: DRS/A

Filing Date: 2024-12-11

Corporate Action: Merger

Type: New

Accession Number: 000095012324012228

Filing Summary: On December 11, 2024, Flybondi Holdings plc filed a draft registration statement for a business combination with Integral Acquisition Corporation 1, which includes proposals for a Share Exchange and a Merger. FB Parent will acquire Flybondi Shares from certain sellers in exchange for FB Parent Ordinary Shares valued at $10.00 each, totaling up to $300 million. Approximately 33,237,670 ordinary shares and 10,700,000 warrants are offered, with the Special Meeting of Integral’s stockholders scheduled to vote on this proposal. The business combination has potential implications for the post-combination share capital structure and could lead to FB Parent's listing on the Nasdaq. The transaction involves a lock-up agreement and registration rights agreement related to the shares issued. A fairness opinion was provided by Marshall & Stevens, indicating the financial fairness of the transaction for Integral’s stockholders. Integral’s stockholders currently hold approximately 88.8% of the voting shares, which simplifies the approval process for the business combination.

Form Type: DRS/A

Filing Date: 2024-09-12

Corporate Action: Merger

Type: New

Accession Number: 000095012324009196

Filing Summary: On September 12, 2024, Flybondi Holdings plc filed a draft registration statement on Form DRS/A related to a business combination with Integral Acquisition Corporation 1. The business combination involves the merger between Integral and Flybondi Holdings, where Integral will merge into a subsidiary of Flybondi, resulting in Flybondi Holdings acquiring the outstanding shares of Flybondi in exchange for new ordinary shares. The agreement details the exchange ratios, potential consideration of up to $300 million in FB Parent Ordinary Shares, and aims to issue ordinary shares valued at $10 each. Integral's stockholders are invited to a special meeting to vote on this proposal, which presents various interests of the initial stockholders and board members in the merger. The document includes procedural details about voting and highlights that Flybondi will become a controlled entity under the voting power of its chairman.

Form Type: DRS

Filing Date: 2024-07-22

Corporate Action: Merger

Type: New

Accession Number: 000095012324006685

Filing Summary: Flybondi Holdings plc is preparing for a significant business combination with Integral Acquisition Corporation 1, detailed in the preliminary proxy statement/prospectus. This merger involves the acquisition of Flybondi's shares by FB Parent, and Integral will merge into Merger Sub, establishing FB Parent as the surviving entity. The total consideration for the transaction is expected to be up to $300,000,000, with each Flybondi share valued at $10.00. Integral stockholders will discuss several proposals at a special meeting, including the adoption of the Business Combination Agreement and various governance proposals. The effective time of the merger will result in all securities of Integral being converted to those of FB Parent. Additionally, the merger is subject to the approval of the stockholders and various conditions. Integral's board has recommended a vote in favor of these proposals, stressing the importance of stockholder participation. Further details on risks and the financial implications of the merger are provided in the proxy statement.