DEFM14A: Integral Acquisition Corp. 1 Stockholders to Vote on Flybondi Merger

Integral Acquisition Corporation 1 is holding a special meeting for stockholders to vote on a proposal to approve the business combination with Flybondi.

Summary

• Integral Acquisition Corporation 1 (Integral) is holding a special meeting for stockholders to vote on a proposal to approve the business combination with Flybondi.
• The special meeting will be held via live webcast on March 28, 2025, at 9:00 a.m. Eastern Time.
• Integral stockholders will also vote on advisory governance proposals, an NTA requirement amendment proposal, and an adjournment proposal.
• The business combination involves FB Parent acquiring Flybondi shares and Integral merging with Merger Sub, a subsidiary of FB Parent.
• FB Parent will issue new ordinary shares valued at $10.00 per share, with an aggregate value of up to $300,000,000, to Flybondi shareholders.
• Each issued and outstanding share of Integral common stock will be automatically converted into and exchanged for one FB Parent Ordinary Share.
• The Integral board has unanimously approved the Business Combination Agreement and recommends that Integral Stockholders vote FOR all of the proposals presented.
• Upon consummation of the Business Combination and subject to the assumptions set forth in this proxy statement/prospectus, including no additional redemptions by Integrals public stockholders, FB Parent is expected to have up to 33,237,670 FB Parent Ordinary Shares, 13,993 FB Parent options (representing solely the out-of-the-money Flybondi Options) and 10,700,000 FB Parent warrants issued and outstanding.

Sentiment

Score: 6

Explanation: The document is largely factual, presenting the details of the proposed merger. While there are risks outlined, the overall tone is neutral, aiming to inform investors for their voting decision.

Positives

• The Integral board believes that the business combination with Flybondi would create the best available opportunity to maximize value for Integrals stockholders.
• Integral retained Marshall & Stevens to act as its fairness opinion provider in connection with the Business Combination and to provide an independent fairness opinion to the Integral Board.
• On October 18, 2023, at a meeting of the Integral Board held to evaluate the Business Combination, Marshall & Stevens delivered to the Integral Board an oral opinion, which was later confirmed by delivery of a written opinion, dated October 18, 2023, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its written opinion, the Flybondi Shareholder Transaction Consideration is fair, from a financial point of view, to Integral and through their ownership interest in the Company, Integrals unaffiliated Public Stockholders.

Negatives

• The percentage of the total number of outstanding FB Parent Ordinary Shares that will be owned by the Public Stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination.
• If the actual facts are different from these assumptions, the percentage ownerships referred to herein will be different.
• The Business Combination Agreement does not provide for a minimum cash condition.
• The Redemption Limitation in the Integral Charter prevents Integral from consummating an initial business combination unless it has net tangible assets of at least $5,000,001 upon consummation of the business combination.
• Therefore, the ability of the Public Stockholders to redeem their shares for cash could cause Integrals net tangible assets to be less than $5,000,001, which would prevent Integral from consummating the Business Combination if the NTA Requirement Amendment Proposal is not approved and implemented.

Risks

• The Initial Stockholders and certain of Integrals directors and officers have interests in the Business Combination that are different from, in addition to, or in conflict with, your interests as a stockholder.
• If the NTA Requirement Amendment Proposal is not approved and implemented, the ability of the Public Stockholders to redeem their shares for cash could cause Integrals net tangible assets to be less than $5,000,001, which would prevent Integral from consummating the Business Combination.
• There is substantial doubt about Flybondis ability to continue as a going concern, and this may adversely affect Flybondis stock price, and Flybondis ability to raise capital.
• The ability to manage risks applicable to the commercial airline industry, including increases in the price of aircraft fuel or a shortage or disruption in the supply of fuel and high fixed costs.
• Developments in economic, social, and political conditions (globally and particularly in Argentina), and Flybondis concentration in the Argentine market.
• Flybondis operation in a competitive industry and actions by its competitors and continuing liberalization of restrictions traditionally affecting airlines and consolidation in the industry, including as a result of open skies agreements.
• The ability to maintain Flybondis low-cost structure, one of its primary competitive advantages.
• Complying with existing legal requirements (including with respect to certain required permits and approvals) and significant government regulation and changes in applicable laws and regulations.
• Flybondis reliance upon Boeing aircraft and its airport hubs.
• The ability to successfully execute Flybondis business model and growth strategy.
• Flybondis operations may be adversely affected by union disputes, employee strikes and other labor-related disruptions.
• Flybondis reliance on third-party suppliers for its aircraft, engines and fuel.
• The seasonality of the industry and its effect on Flybondis liquidity and revenues.
• The risk that Flybondi is unable to secure or protect its intellectual property.
• The risk of foreign exchange controls in Argentina.
• The risk of significant devaluation of the Argentine peso against the U.S. dollar.
• The timing of the Closing and the level of Redemption Rights that are exercised in respect of Public Shares.
• The inability to complete the Business Combination on a timely basis or at all due to the failure to obtain approval of Integral Stockholders or to satisfy other conditions to the Closing in the Business Combination Agreement.
• Costs related to the Business Combination and increased costs as a result of operating as a public company after consummation of the Business Combination.
• The ability to obtain or maintain the listing of the FB Parent Ordinary Shares or FB Parent Warrants on Nasdaq, following the consummation of the Business Combination.
• The stock price of the FB Parent Ordinary Shares may be volatile.
• The issuance of additional FB Parent Ordinary Shares or future sales of securities after the consummation of the Business Combination.
• FB Parent may be subject to securities or class action litigation, which is expensive and could divert management attention.
• As a foreign private issuer and a company treated as an emerging growth company for certain purposes, FB Parent will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.

Future Outlook

FB Parent intends to apply to list the FB Parent Ordinary Shares and FB Parent Warrants on Nasdaq under the symbols FLYB and FLYBW, respectively, in connection with the Closing.

Management Comments

• Integrals board of directors has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that Integral Stockholders vote FOR all of the proposals presented to Integral Stockholders in this proxy statement/prospectus.

Industry Context

Flybondi is Argentinas largest low-cost carrier (LCC) and its second-largest airline overall, headquartered in Buenos Aires, Argentina.

Comparison to Industry Standards

• Flybondi compares its financial performance to other airlines using Adjusted EBITDA, which is common practice in the industry.
• Flybondis calculation of Adjusted EBITDA may be different from the calculations used by other companies, including its competitors in the aviation industry, and, therefore, Flybondis measure may not be comparable to those of other companies or competitors.

Related Party Transactions

• The Sponsor holds (i) a promissory note in the aggregate principal amount of up to $630,000 (the First Extension Promissory Note), issued on May 8, 2023 by Integral in connection with the First Extension, pursuant to which the Sponsor agreed to loan to Integral up to such amount to be deposited in the Trust Account; (ii) a promissory note in the aggregate principal amount of up to $359,503 (the Second Extension Promissory Note), issued on November 8, 2023 by Integral in connection with the Second Extension, pursuant to which the Sponsor agreed to loan to Integral up to such amount to be deposited in the Trust Account ($29,959 per month following the 5th of each month from November 8, 2023 through November 5, 2024); and (iii) a promissory note in the aggregate principal amount of up to $130,561.20 (the Third Extension Promissory Note), issued on November 6, 2024 by Integral in connection with the Third Extension, pursuant to which the Sponsor agreed to loan to Integral up to such amount to be deposited in the Trust Account ($10,880.10 per month following the 5th of each month from November 6, 2024 through November 5, 2025).
• The Sponsor holds a promissory note in the principal amount of up to $1,500,000 (Working Capital Loan Note), issued by Integral in connection with advances the Sponsor has made, and may make in the future, to Integral for working capital expenses.
• The Sponsor holds a promissory note in the principal amount of up to $3,000,000 (the Second Working Capital Loan Note), issued by Integral in connection with advances the Sponsor has made, and may make in the future, to Integral for working capital expenses.

Stakeholder Impact

• The Business Combination may impact key stakeholders such as shareholders, employees, customers, suppliers, and creditors.
• The impact on stakeholders will depend on the success of the combined company and its ability to execute its business plan.

Next Steps

• Integral Stockholders will vote on the Business Combination Proposal and other related proposals at the Special Meeting on March 28, 2025.
• If the proposals are approved and other closing conditions are met, the Business Combination will be consummated.

Key Dates

Keywords

Business Combination, Flybondi, Integral Acquisition Corporation 1, Merger, Proxy Statement, Stockholders, FB Parent, Redemption Rights, Ordinary Shares, Warrants