M&A - Integral Acquisition Corp 1

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000119312525081490

Filing Summary: On April 15, 2025, Integral Acquisition Corporation 1 (the 'Company') and the parties involved in the Business Combination Agreement, including Flybondi Holdings plc, Gaucho MS, Inc., and Flybondi Limited, executed the Third Amendment to the Business Combination Agreement. This amendment extends the Agreement End Date from March 31, 2025 to April 30, 2025. The other terms of the Business Combination Agreement remain unchanged. Upon completion, the proposed Business Combination will see the Company and Flybondi become subsidiaries of FB Parent, which will continue as the public company. The document highlights that stakeholders are encouraged to review the Proxy Statement/Prospectus and registration statement filed with the SEC for detailed information about the merger.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000119312525067333

Filing Summary: On March 28, 2025, Integral Acquisition Corporation 1 held a special meeting approving the Business Combination Agreement with Flybondi Holdings plc and other entities. The Business Combination involves FB Parent acquiring Flybondi Shares in exchange for ordinary shares valued up to $300,000,000, with a share exchange ratio. Integral will merge with Merger Sub, continuing as a subsidiary of FB Parent, with existing securities converted into FB Parent securities. Additionally, governance proposals and an amendment to eliminate the limitation on redeeming Public Shares were approved. A total of 2,987,200 shares voted at the meeting, representing 92.26% of the total shares, leading to unanimous approval of all proposals presented.

Form Type: DEFM14A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000095017025035541

Filing Summary: Integral Acquisition Corporation 1 is holding a special meeting for stockholders on March 28, 2025, to vote on the Business Combination Agreement with Flybondi Holdings plc and other parties. This agreement includes the acquisition of Flybondi's shares by FB Parent through a share exchange and a merger where Integral will merge into Merger Sub. The arrangement entails issuing FB Parent shares to the sellers valued at $10.00 per share, totaling up to $300,000,000. The document outlines the financial implications and pro forma ownership post-merger. It also highlights potential conflicts of interest, detailing the stake held by sponsors and initial stockholders. Essential voting instructions are provided for stockholders, emphasizing the necessity of participation to ensure the approval of the proposals.

Form Type: 10-K

Filing Date: 2025-02-19

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525028861

Filing Summary: Integral Acquisition Corp 1 has filed its annual report for the fiscal year ended December 31, 2024. The report emphasizes the company's efforts in completing its initial business combination, particularly focusing on the proposed merger with Flybondi Limited. Key risks associated with this business combination are outlined, including the potential for alternative acquisition targets and market conditions affecting the merger's success. The document discusses the company’s status as a non-accelerated and smaller reporting company, its compliance with SEC rules, and future plans regarding the extension of the business combination period. Financial performance during the year is summarized, noting metrics regarding outstanding shares, market capitalization, and accounting for promissory notes issued to sponsors. Management anticipates challenges from regulatory changes affecting SPACs, specifically those enacted in 2024, which require additional disclosures in business combinations. The report also reflects on the company’s internal governance and risk factors.