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
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| Item 1.01 | Entry into a Material Definitive Agreement |
On July 2, 2024, Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), entered into an assignment, novation and amendment agreement (the “Novation Agreement”) with FB Parent Limited, a limited company incorporated under the laws of England and Wales (the “Assignor”), Flybondi Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Assignee”), Gaucho MS, Inc., a Delaware corporation (“Merger Sub”), Flybondi Limited, a private limited company incorporated under the laws of England and Wales (“Flybondi”) and the Joining Sellers (as defined in the Novation Agreement). Pursuant to the Novation Agreement, the Assignor assigned to the Assignee all of its liabilities, agreements, obligations, rights and duties in, under, and arising from that certain Business Combination Agreement, dated as of October 19, 2023 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, the Assignor, Merger Sub, Flybondi, and certain holders of Flybondi’s outstanding shares that have executed the Business Combination Agreement (the “Substitution”).
Also on July 2, 2024, the Company, Integral Sponsor LLC, a Delaware limited liability company, and Flybondi entered into Amendment No. 1 to Sponsor Support Agreement (“Amendment to Sponsor Support Agreement”) to reflect the Substitution.
The above summary of the Novation Agreement and Amendment to Sponsor Support Agreement is qualified in its entirety by reference to the complete text of the Novation Agreement and Amendment to Sponsor Support Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit |
Description | |
| 10.1 | Assignment, Novation and Amendment Agreement, dated July 2, 2024, by and among Integral Acquisition Corporation 1, FB Parent Limited, Flybondi Holdings plc, Gaucho MS, Inc., Flybondi Limited, and the Joining Sellers. | |
| 10.2 | Amendment No. 1 to Sponsor Support Agreement, dated July 2, 2024, by and among Integral Acquisition Corporation 1, Integral Sponsor LLC, 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 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: July 9, 2024