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Subsequent Events
9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events
Note 7 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the accompanying unaudited condensed financial statements were issued. Based on the Company’s review, except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
Flybondi Business Combination
The below subsection describes the material provisions of the Flybondi Business Combination Agreement, but does not purport to describe all the terms thereof. This summary of the Flybondi Business Combination Agreement is qualified in its entirety by reference to the complete text of the Flybondi Business Combination Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated by reference herein. The Company’s and other interested parties are urged to read the Flybondi Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the same meanings given to them in the Flybondi Business Combination Agreement. Unless otherwise indicated, this Report does not assume the closing of the Flybondi Business Combination.
On October 19, 2023, the Company entered into the Flybondi Business Combination Agreement, with Flybondi, FB Parent, Merger Sub and the Signing Sellers. After the date of the Flybondi Business Combination Agreement, the Joining Sellers may join the Flybondi Business Combination Agreement by executing and delivering a Seller Joinder.
Structure of the Proposed Business Combination
The Flybondi Business Combination Agreement provides for, among other things, the following transactions: (i) FB Parent will acquire the shares of Flybondi (the “
Flybondi Shares
”) held by the Sellers in exchange for the issuance by FB Parent of new ordinary shares of FB Parent (the “
Share Exchange
”), and (ii) the Company will merge with and into Merger Sub (the “
Merger
”), with the Company continuing as the surviving entity and as a wholly-owned subsidiary of FB Parent, and each issued and outstanding security of the Company immediately prior to the Merger will be cancelled and converted into the right of the holder thereof to receive a substantially equivalent security of FB Parent.
In connection with the closing of the Business Combination (the “
Closing
”), (i) FB Parent and certain holders of FB Parent securities upon the Closing, including the Sponsor, certain directors and executive officers of the Company and certain Sellers will enter into
a lock-up agreement
(the “
Lock-Up
 Agreement
”) with respect to certain equity or equity-linked securities of FB Parent as set forth in
the Lock-Up Agreement
(the “
Lock-Up
 Securities
”), and (ii) FB Parent and certain holders of FB Parent securities upon the Closing, including the Sponsor and certain Sellers, will enter into a registration rights agreement (the “
Registration Rights Agreement
”) with respect to certain equity or equity-linked securities of FB Parent as set forth in the Registration Rights Agreement , in each case as further described below.
Consideration
At the effective time of the Share Exchange, the total consideration to be paid by FB Parent to the Sellers for their Flybondi Shares shall be an aggregate number of FB Parent ordinary shares valued at $10.00 per share, with an aggregate value of up to $300,000,000, with such amount equaling $300,000,000 if all holders of Flybondi Shares that are not Signing Sellers participate in the transactions by executing Seller Joinders by the Flybondi Business Combination Agreement. Each Flybondi Share outstanding immediately prior to the effective time of the Share Exchange and held by a Seller will be exchanged for the number of FB Parent ordinary shares equal to the exchange ratio as provided in the Flybondi Business Combination Agreement. All of
the in-the-money vested
Flybondi options outstanding immediately prior to the Share Exchange will be exercised and converted into the right to receive the number of FB Parent options equal to the exchange ratio as provided in the Business Combination Agreement. All unvested
and/or out-of-the-money Flybondi
options will be converted into options to purchase ordinary shares of FB Parent.
 
At the effective time of the Merger, each issued and outstanding share of Common Stock will be automatically converted into and exchanged for one FB Parent ordinary share, and each issued and outstanding warrant will be automatically converted into and become one FB Parent warrant to purchase FB Parent ordinary shares.
Registration Statement and Integral 1 Stockholder Meeting
FB Parent, the Company and Flybondi will prepare and FB Parent will file with the SEC the Flybondi Registration Statement in connection with the registration under the Securities Act of certain securities to be issued by FB Parent pursuant to the proposed Business Combination, which will include a proxy statement/prospectus that will constitute (i) a prospectus relating to the offer of such FB Parent securities and (ii) a proxy statement to be distributed to the Company’s stockholders in connection with the solicitation of proxies for the vote at a special meeting of the Company’s stockholders (the “
FlyBondi Special Meeting
”) to be held to approve the proposed Flybondi Business Combination and other matters as described in the Flybondi Registration Statement, and in connection with the approval thereof, to provide the Public Stockholders with the opportunity to redeem their Public Shares in accordance with the redemption rights set forth in the Amended and Restated Certificate of Incorporation.
Representations, Warranties and Covenants
The Flybondi Business Combination Agreement contains customary representations and warranties of the Company, Flybondi, FB Parent, Merger Sub and the Signing Sellers relating to, among other things, their ability to enter into the Flybondi Business Combination Agreement and their outstanding capitalization. The Flybondi Business Combination Agreement also contains certain customary covenants by each of the Company and Flybondi during the period between the execution of the Flybondi Business Combination Agreement and the earlier of the Closing or the termination of the Flybondi Business Combination Agreement in accordance with its terms, including, among other things, (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business consistent with past practice; (3) timely filing of the Company’s public filings; (4) no insider trading; (5) notifications of certain breaches, consent requirements or other matters; (6) efforts to consummate the Closing, obtain third party and regulatory approvals and satisfy other conditions to Closing; (7) tax matters; (8) further assurances, (9) “no shop” obligations and (10) confidentiality.
Flybondi agreed to use reasonable best efforts to deliver as promptly as reasonably practicable the financial statements of Flybondi, its subsidiaries and FB Parent that are (i) required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Flybondi Registration Statement and (ii) set forth in the Flybondi Business Combination Agreement.
Pursuant to the Seller Joinders, the Joining Sellers agreed to make certain representations and warranties relating to, among other things, their ability to enter into the transactions contemplated by the Flybondi Business Combination Agreement and their ownership of the Flybondi Shares, as well as covenants to support and vote in favor of the Business Combination.
The parties also agreed to take all reasonably necessary action so that, effective at the Closing, the board of directors of FB Parent (the “
Post-Closing Board
”) will consist of seven individuals, a number of whom shall be independent directors in accordance with the requirements of Nasdaq. Six of the members of the Post-Closing Board will be designated by a majority in interest of the Sellers and one will be designated by the Sponsor. The Flybondi Business Combination Agreement further provides that, unless otherwise agreed by Flybondi, the officers of Flybondi as of immediately prior to the Closing will serve as the initial officers of FB Parent upon the Closing.
Flybondi agreed that, in connection with the Company’s expected Excise Tax liability as of December 31, 2023 in the amount of $900,000, Flybondi and/or Cartesian Capital Group, LLC (“
Cartesian
” and, together with Flybondi, the “
Cartesian Escrow Parties
”) shall fund an aggregate amount of $900,000 (the “
Escrow Amount
”) into escrow on or before December 15, 2023, pursuant to the terms of an escrow agreement (the “
Escrow Agreement
”).
The Escrow Agreement shall provide that the Escrow Amount shall be released to the Company on April 26, 2024 solely for the purpose of the Company paying the Excise Tax liability and that if, after funding of the Escrow Amount but before the Agreement End Date (as defined below), (i) the Company provides a termination notice to FlyBondi under the Flybondi Business Combination Agreement other than with respect to a termination pursuant to Flybondi’s uncured material breach of the Flybondi Business Combination Agreement, (ii) the Company initiates its liquidation or publicly announces its intention to liquidate, or (iii) the Company ceases to undertake commercially reasonable efforts to reach the Closing in breach of the Flybondi Business Combination Agreement, then (x) if prior to the release of the Escrow Amount to the Company, the escrow agent shall release the Escrow Amount to the Cartesian Escrow Parties, and (y) if after the release of the Escrow Amount to the Company, the Company shall pay to the Cartesian Escrow Parties an amount in cash equal to the Escrow Amount.
Survival
The representations and warranties of the parties contained in the Flybondi Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach. The covenants and agreements of the parties contained in the Flybondi Business Combination Agreement do not survive the Closing, except for those covenants and agreements that by their terms are to be performed after the Closing and certain confidentiality obligations.
 
Conditions to Closing
Mutual Conditions
The obligations of each party to consummate the proposed Flybondi Business Combination are subject to the satisfaction or waiver of the following conditions:
(a) the approval of the Company’s stockholders, by the applicable vote of the holders of the outstanding shares of the Common Stock, of the proposals contained in the Flybondi Business Combination Agreement in accordance with the Amended and Restated Certificate of Incorporation (collectively, the “
Company’s Stockholders’ Approval
”) will have been obtained;
(b) all waiting periods (and any extensions thereof) applicable to the proposed Flybondi Business Combination under any Antitrust Law, and any commitments or agreements (including timing agreements) with any Governmental Authority not to consummate the proposed Business Combination before a certain date, will have expired or been terminated, and all other Regulatory Approvals will have been obtained;
(c) the Flybondi Registration Statement will have become effective under the Securities Act and no stop order suspending the effectiveness of the Flybondi Registration Statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn;
(d) no Governmental Authority will have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the proposed Flybondi Business Combination illegal or which otherwise prevents or prohibits consummation of the proposed Flybondi Business Combination; and
(e) FB Parent’s initial listing application with Nasdaq in connection with the proposed Business Combination will have been approved and the FB Parent ordinary shares (including, for the avoidance of doubt, the FB Parent ordinary shares to be issued pursuant to the proposed Business Combination) will have been approved for listing on Nasdaq.
The Company’s Conditions
The obligations of the Company to consummate the proposed Flybondi Business Combination are subject to the satisfaction or waiver of the following additional conditions:
(a) each of the representations and warranties of Flybondi, FP Parent and Merger Sub being true and correct on and as of the Closing Date as if made on the Closing Date (subject to certain exceptions and an overall “Material Adverse Effect” standard);
(b) each of the covenants of Flybondi and the Sellers to be performed as of or prior to the Closing will have been performed in all material respects;
(c) there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and be continuing;
(d) FB Parent having received from the Sellers copies of executed stock transfer forms in respect of Flybondi Shares representing at least 88.5% (as rounded to one decimal place) of the issued and outstanding Flybondi Shares, in a form reasonably acceptable to Integral 1;
(e) Flybondi having delivered a copy of Flybondi’s effective Air Operator Certificate; and
(f) Flybondi having delivered certain certificates and documents as required pursuant to the Flybondi Business Combination Agreement.
Flybondi and Seller Conditions
The obligations of Flybondi and the Sellers to consummate the proposed Flybondi Business Combination are subject to the satisfaction or waiver of the following additional conditions:
(a) each of the representations and warranties of the Company contained in the Flybondi Business Combination Agreement being true and correct on and as of the Closing Date as if made on the Closing Date (subject to certain exceptions and an overall “ Material Adverse Effect” standard);
(b) each of the covenants of the Company to be performed as of or prior to the Closing will have been performed in all material respects, unless failure to so perform would not reasonably be expected to have a Company Material Adverse Effect;
(c) there has not been any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse Effect, and be continuing; and
(d) The Company 1 having delivered certain certificates and documents as required pursuant to the Flybondi Business Combination Agreement.
 
Closing
In accordance with the terms and conditions of the Business Flybondi Combination Agreement, on the Closing Date, the Share Exchange will be consummated and, on the Business Day immediately following the completion of the Share Exchange, the parties will cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware.
Termination
The Flybondi Business Combination Agreement may be terminated and the proposed Flybondi Business Combination may be abandoned at any time prior to the Closing, as applicable, notwithstanding any requisite approval and adoption of the Flybondi Business Combination Agreement and the proposed Flybondi Business Combination by the Company’s stockholders of Integral 1 or the shareholders of Flybondi, as follows:
(a) by mutual written consent of Flybondi and the Company;
(b) by written notice from Flybondi or the Company to the other if any Governmental Authority will have enacted, issued, promulgated, enforced or entered any Governmental Order or other Law that has become final
and non-appealable and
has the effect of making consummation of the proposed Flybondi Business Combination illegal or otherwise preventing or prohibiting consummation of the proposed Flybondi Business Combination;
(c) by written notice from Flybondi or the Company to such other party if the Company’s Stockholders’ Approval will not have been obtained by reason of the failure to obtain the required vote at the Flybondi Special Meeting duly convened therefor or at any adjournment or postponement thereof, subject to exceptions and conditions as described in the Flybondi Business Combination Agreement;
(d) by written notice from Flybondi, if the Second Extension is not effected and the Company must liquidate in accordance with its Governing Documents;
(e) prior to the Closing, by written notice to Flybondi from the Company if there is an uncured breach of any representation, warranty, covenant or agreement on the part of Flybondi, the Sellers, FB Parent or Merger Sub that would cause the related closing condition to not be satisfied, or the Closing has not occurred on or before November 1, 2024 (the “
Agreement End Date
”), subject to exceptions and conditions as described in the Flybondi Business Combination Agreement;
(f) prior to the Closing, by written notice to the Company from Flybondi if there is an uncured breach of any representation, warranty, covenant or agreement on the part of the Company that would cause the related closing condition to not be satisfied, or the Closing has not occurred on or before the Agreement End Date, subject to exceptions and conditions as described in the Flybondi Business Combination Agreement;
(g) on September 15, 2024, automatically (and without notice by Flybondi or the Company), if by such date, the Company has not delivered the applicable audited financial statements pursuant to Flybondi Business Combination Agreement;
(h) by written notice to the Company from Flybondi, following the Board of Directors’ withdrawal, amendment, qualification or modification of its recommendation to the Company’s stockholders that they vote in favor of the Company’s transaction proposals; and
(i) by written notice to Flybondi from the Company, if the Cartesian Escrow Parties do not fund the Escrow Account on or prior to December 15, 2023.
If the Flybondi Business Combination Agreement is terminated by the Company pursuant to clauses (b), (c), (e), or (i) above, or is automatically terminated pursuant to clause (g) above and within
a 12-month period
of termination Flybondi enters into a letter of intent, memorandum of understanding or similar agreement, including a definitive agreement, in connection with a merger, acquisition, or similar transaction with a third party, as defined more fully in the Flybondi Business Combination Agreement (a “
Competing Transaction
”), or the Company consummates a Competing Transaction, within thirty (30) days, Flybondi shall pay the Company $9,000,000 (the “
Break Fee
”) by wire transfer of immediately available funds. The Break Fee will be in lieu of any other money damages or another remedy at law available to Integral 1 or Sponsor and shall supersede any claims by Integral 1 or Sponsor related to the Excise Tax Liability.
If the Business Combination Agreement is terminated by Flybondi pursuant to clauses (b), (c), (d), (f), or (h) above or is automatically terminated pursuant to clause (g) above and within
a 12-month period
of termination, the Company enters into a letter of intent, memorandum of understanding or similar agreement, including a definitive agreement, in connection with a Competing Transaction, or the Company consummates a Competing Transaction, within thirty (30) days, the Company shall pay Flybondi the Break Fee by wire transfer of immediately available funds.
Except as otherwise provided above, if the Business Combination Agreement is terminated, it will become void and of no effect, without liability on the part of any party, other than the liability of Flybondi or the Company, as the case may be,
for pre-termination fraud
or willful and material breach thereof (except that certain obligations related to public announcements, confidentiality, fees and expenses, termination, waiver of claims against the trust, and certain general provisions will continue in effect).
 
Trust Account Waiver
Flybondi and the Sellers agreed that they would not have, and have irrevocably waived, any claim of any kind in or to any monies in the Trust Account held for the Public Stockholders.
Sponsor Support Agreement
Concurrently with the execution and delivery of the Flybondi Business Combination Agreement, Flybondi, Integral 1 and the Sponsor executed an agreement (the “
Sponsor Support Agreement
”), pursuant to which, among other things, the Sponsor agreed to (a) vote the shares of Common Stock held by it in favor of the Flybondi Business Combination Agreement and each of the Transaction Proposals, (b) not transfer any shares of the Common Stock held by it between the date of the Flybondi Business Combination Agreement and the Closing, subject to certain exceptions, (c) not redeem any shares of the Common Stock held by it in connection with the Proposed Business Combination and waive its redemption rights, and (d) at Closing, transfer, directly or constructively (including pursuant to a forfeiture and reissuance), 500,000 Founder Shares and 1,650,000 Founder Warrants (as defined in the Sponsor Support Agreement, to or as directed by Flybondi, (e) in the event
of non-compliance by
the Company of certain of its obligations to refund the Escrow Amount to the Cartesian Escrow Parties in connection with the Escrow Agreement, offer the Cartesian Escrow Parties the option to purchase 1,581,250 Founder Shares for $1.00, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement, (f) as promptly as practicable after the Second Extension (and in any case, within ten (10) Business Days of the date thereof), convert substantially all of the shares of Class B Common Stock issued and outstanding for a number of validly issued, fully paid and nonassessable shares of Class A Common Stock and (g) immediately prior to the Closing, convert all bona fide cash loan amounts due from the Company to Sponsor into warrants at a value of $1.00 per warrant.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Lock-Up Agreement
In connection with the Closing, FB Parent and certain holders of FB Parent securities upon the Closing, including the Sponsor, certain of the Company’s directors and executive officers, and certain Sellers will enter into
the Lock-Up Agreement,
pursuant to which, among other things, each of such holders will agree to not effect any sale or distribution of
certain Lock-Up Securities,
subject to certain customary exceptions set forth in
the Lock-Up Agreement,
until the earliest of:
(i) with respect to 15% of
the Lock-Up Securities,
on the date that is the earlier of six months following the Closing and such date on which FB Parent completes a liquidation event; (ii) with respect to 25% of
the Lock-Up Securities,
on the date that is the earlier of nine months following the Closing and such date on which FB Parent completes a liquidation event; and (iii) with respect to 25% of
the Lock-Up Securities,
on the date that is the earlier of the first anniversary of the Closing and such date on which FB Parent completes a liquidation event. For the avoidance of doubt, 35% of
the Lock-Up Securities
shall not be subject to
the lock-up period.
The foregoing description of
the Lock-Up Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the form
of Lock-Up Agreement,
a copy of which is included as Exhibit 10.2 hereto and incorporated by reference herein.
Registration Rights Agreement
In connection with the Closing, FB Parent and certain holders of FB Parent securities upon the Closing will enter into the Registration Rights Agreement, pursuant to which, among other things, FB Parent will agree to provide such holders with customary demand and piggyback registration rights with respect to the Covered Securities.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, a copy of which is included as Exhibit 10.3 hereto and incorporated by reference herein.
Second Nasdaq Notice
On October 24, 2023, the Company received the Second Nasdaq Notice from the Staff indicating that the Company was not in compliance with the Minimum Total Holders Rule, which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.
In accordance with Nasdaq Listing Rule 5810(c)(2)(A)(i), the Second Nasdaq Notice states that the Company has 45 calendar days, or until December 8, 2023, to submit a plan to regain compliance with the Minimum Total Holders Rule.
If the Company is unable to regain compliance by that date, the Company intends to submit a plan to regain compliance with the Minimum Total Holders Rule within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Second Nasdaq Notice to evidence compliance with the Minimum Total Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
 
Second Special Meeting of the Stockholders
On November 2, 2023, the Company held the Second Special Meeting, at which its stockholders approved, among other things, the Charter Amendment Proposals. In connection with the vote to approve the Charter Amendment Proposals, the holders of 1,831,599 shares of Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share, for an aggregate redemption amount of $19,763,618.
In connection with the approval of the Charter Amendment Proposals, on November 8, 2023, the Company issued the Second Extension Promissory Note in the aggregate principal amount of up to $359,503 to the Sponsor. The Second Extension Promissory Note bears no interest and is repayable in full upon the date of the consummation of the Initial Business Combination or the liquidation of the Company.
The Company will deposit $29,959 into the Trust Account for each calendar month (commencing on November 8, 2023 and ending on the 5
th
day of each subsequent month), or portion thereof, that is needed by the Company to complete an initial Business Combination until November 5, 2024, and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the initial Business Combination.
 
On November 8, 2023, $29,959 of the $359,503 available to the Company under the Second Extension Promissory Note was deposited in the Trust Account in connection with the Second Extension.
Founder Share Conversion
Following approval of the Founder Share Amendment Proposal, on November 3, 2023, the Company issued an aggregate of 
2,824,999
shares of Class A Common Stock to the Sponsor upon the conversion of an equal number of shares of Class B common stock held by the Sponsor as Founder Shares in the Founder Share Conversion. The 2,824,999 shares of Class A Common Stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the Registration Statement. Following the Founder Share Conversion and redemptions in connection with the approval of the Charter Amendment Proposals, (i) there were 4,023,341 shares of Class A Common Stock issued and outstanding and 50,001 share
s
of Class B Common Stock issued and outstanding and (ii) the Sponsor now holds approximately 69.4% of the issued and outstanding shares of Class A Common Stock.
Transfer of Trust Account Funds
To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on October 31, 2023, the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account at JPMorgan Chase Bank, N.A., with Continental continuing to act as trustee, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the stockholders, as described elsewhere in this Report.