Integral Acquisition Corporation 1 *
PROPOSED BUSINESS COMBINATION: Flybondi Limited
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: FLYB
Integral Acquisition Corporation 1 entered into a definitive business combination agreement with Flybondi Limited
- Flybondi is Argentina’s largest low-cost carrier and its second-largest airline overall, with more than 1,400 dedicated employees and a growing fleet of Boeing 737-800s.
- Headquartered in Buenos Aires, Flybondi currently serves 20 destinations across both Argentina and Brazil.
- Since its launch in 2018, Flybondi has brought the “freedom to fly” to its more than nine million passengers in the country and region.
EXTENSION – 11/6/24 – LINK
- The SPAC approved the extension from November 3, 2024 to November 5, 2025.
- 835,672 shares were redeemed.
- $0.03/Share per month will be deposited into the trust account.
SUBSEQUENT EVENT – 12/13/23 – LINK
- On December 8 and 12, 2023, Integral Acquisition Corporation 1 and Carnegie Park Capital LLC and Crescent Park Management, L.P. (collectively, the “FPA Parties”) signed the FPA Termination Agreements to cancel their forward purchase agreements from August 23, 2021.
- These agreements had originally stipulated that the FPA Parties would purchase up to 3,000,000 shares (2,500,000 by Crescent Park and 500,000 by Carnegie Park) at $10.00 per share, potentially reduced to $9.20 or lower, amounting to gross proceeds of up to $30,000,000 (or $27,600,000 at the reduced rate).
- These purchases were to occur alongside the Company’s initial business combination.
EXTENSION – 11/8/23 – LINK
- The SPAC approved the extension from November 3, 2023 to November 5, 2024.
- 1,831,599 shares were redeemed for $10.79 per share.
- $0.025/Share per month will be deposited into the trust account.
TRANSACTION
- 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
- The planned transaction, structured as a share exchange and a subsidiary merger, has been approved by the boards of directors of both Integral 1 and Flybondi, and is expected to close during the first half of 2024.
- The combined company will continue to operate under the Flybondi name, and Flybondi’s executive management team will continue to lead the combined company.
SPAC FUNDING
- There is no additional funding at this time.
LOCK-UP
- Sponsor and Company
- (i) For 15% of the Lock-Up Securities: within six months after the Closing or FB Parent’s liquidation event.
- (ii) For 25% of the Lock-Up Securities: within nine months after the Closing or FB Parent’s liquidation event.
- (iii) For 25% of the Lock-Up Securities: within one year after the Closing or FB Parent’s liquidation event.
- Note: 35% of the Lock-Up Securities are not subject to the lock-up period.
NOTABLE CONDITIONS TO CLOSING
- Integral and Flybondi shareholder approvals.
- There is no minimum cash closing condition
NOTABLE CONDITIONS TO TERMINATION
- If the Closing has not occurred on or before November 1, 2024 (the “Agreement End Date”).
- The date has been amended from November 1, 2024 to March 31, 2025. – LINK
- On September 15, 2024, automatically (and without notice by Flybondi or Integral 1), if by such date, the Company has not delivered the applicable audited financial statements pursuant to Business Combination Agreement.
- By written notice to Flybondi from Integral 1, if the Cartesian Escrow Parties do not fund the Escrow Account on or prior to December 15, 2023.
Termination Details
- If Integral 1 terminates the Business Combination Agreement for specific reasons or if it’s automatically terminated and Flybondi enters into or completes a merger, acquisition, or similar transaction within 12 months, Flybondi must pay $9,000,000 to Integral 1.
- This payment replaces any other damages or remedies that Integral 1 or Sponsor may seek.
- If Flybondi terminates the Business Combination Agreement for specific reasons or if it’s automatically terminated and Integral 1 enters into or completes a Competing Transaction within 12 months, Integral 1 must pay the Break Fee to Flybondi.
- If the Business Combination Agreement is terminated, except for the specified circumstances, it will be void and have no effect.
- The only liability will be on Flybondi or Integral 1 for fraud or a significant and intentional breach.
- Certain obligations related to public announcements, confidentiality, fees and expenses, termination, waiver of claims against the trust, and general provisions will still apply.
ADVISORS
- Flybondi Advisors:
- Greenberg Traurig, LLP, Marval O’Farrell Mairal, and DWF Law LLP are serving as legal counsel
- SPAC Advisors:
- Ellenoff Grossman & Schole LLP, Beccar Varela, and Travers Smith LLP are serving as legal counsel
EXTENSION – 5/9/23 – LINK
- The SPAC approved the extension from May 5, 2023 to November 3, 2023.
- 8,470,059 shares were redeemed for $10.34 per share.
- $105K per month will be deposited into the trust account.
MANAGEMENT & BOARD
Executive Officers
Enrique Klix, 53
Chief Executive Officer and Director
Mr. Klix has a track record of successfully leading and advising corporations and governments on turnarounds, mergers and acquisitions, capital market transactions, operational and financial restructuring, and greenfield start-ups with an aggregate value in excess of $30 billion. Between January 2019 and July 2020 Mr. Klix served as Orora Cartons Australia’s General Manager (ASX: ORA). Under his leadership, the business went through a successful operational, commercial, and financial turnaround before being sold to Nippon Paper. Between 2014 and 2016 Mr. Klix served as Senior Vice President at McKinsey & Co.’s recovery and transformation division in Australia and New Zealand. Mr. Klix also served as Chief Financial Officer (“CFO”) and Deputy Chief Executive Officer of McColl’s Transport between 2009 and 2014. Under his tenure, McColl’s Transport was recognized as the “Turnaround of the Year” in 2012, before being sold to a private equity consortium led by Kohlberg Kravis Roberts & Co. Mr. Klix was an investor in TrademarkVision, an Australian company that utilized image recognition and artificial intelligence technology for trademark searches and protection. In 2018 TrademarkVision was acquired by Clarivate Analytics (NYSE: CLVT) from the U.S., and Mr. Klix was instrumental in supporting the company through the acquisition. He is an active seed and pre-initial public offering investor in Australia and other geographies, including minority equity stakes in Groundfloor (Last K Ventures Pty. Ltd.) and Miso Robotics. Prior to moving to Australia, Mr. Klix worked for ten years as an investment banker for Salomon Smith Barney (now Citigroup (NYSE: C)) and Dresdner Kleinwort Benson in London focused on servicing telecommunications companies across Europe on mergers and acquisitions, and debt and equity capital markets transactions. Mr. Klix also played lead roles in the initial and secondary public offerings of many energy, telecommunications, and beverage companies such as Enel S.p.A. (BIT: ENEL), Energias de Portugal, S.A. (ELI: EDP), and Compañía Cervecerías Unidas, S.A. (NYSE: CCU). Mr. Klix is also a director of Klix II Pty. Ltd. Mr. Klix holds a degree in Economics from the Universidad Católica Argentina and an MBA from the University of Cambridge in England.
Oliver Matlock, 26 [Appointed 8/30/23]
Chief Financial Officer
Mr. Matlock has experience in mergers and acquisitions, capital markets, corporate management and strategy, and financial consulting. Mr. Matlock began his career as an Analyst at Stratford Capital Pty Ltd., a boutique strategic consulting firm, advising clients both domestically and internationally on business strategy, financial planning and analysis, and mergers and acquisitions from April 2019 to September 2021. From October 2021 to December 2022, Mr. Matlock was an Associate at Fresh Equities Pty Ltd., a Melbourne-based fintech company providing capital raising and SaaS services to Australian Stock Exchange listed entities, where he was responsible for leading the investment syndication function of the business and managing the bookbuild process across several transactions.
Brittany Lincoln, 41 [Resigned 8/30/23]
Chief Financial Officer
Ms. Lincoln is a qualified Chartered Accountant in Australia and brings over 19 years’ experience in the related disciplines of financial advisory, insolvency, transaction integration, and commercial disputes. Ms. Lincoln is currently a Partner at mifi Group Pty. Ltd., an Australian-based accounting firm that embraces the latest in technology. Before joining mifi, Ms. Lincoln was a Partner at KordaMentha, an advisory and investment firm that provides specialist consulting, forensic, real estate, restructuring, and investment services. Here, Ms. Lincoln served 15 years leading and advising on complex and high-profile corporate insolvency and restructuring matters. Ms. Lincoln also spent the later years of her career at KordaMentha as an expert witness in high-stakes commercial disputes. During the earlier part of her career, Ms. Lincoln spent four years based in the United States with Ernst & Young within the Transaction Integration practice where she worked across the United States and the United Kingdom on mergers and acquisitions. Ms. Lincoln holds a Bachelor of Commerce and a Bachelor of Science from La Trobe University.
Board of Directors
James Cotton, 45
Director
Mr. Cotton is an Australian impact entrepreneur and investor with business interests in the technology, consumer goods, and healthcare sectors. In 2005 Mr. Cotton founded CMO Software in London where he was based for 10 years, which grew to become one of the leading governance, risk, and compliance software companies globally. Mr. Cotton sold CMO in 2013 and then founded Uluwatu Capital, an investment firm focused on purpose-driven technology companies with health and sustainability outcomes. Mr. Cotton is a director of Dotz Nano Limited (ASX: DTZ), a technology leader in research, production, and marketing of anti-counterfeiting, authentication, and tracing solutions. Mr. Cotton is also a director of Monterosa Capital Australia Pty. Ltd., Tech 4 Good Pty. Ltd., and Moovosity Pty. Ltd. Mr. Cotton holds a Bachelor of Law and Science from the University of Melbourne.
Stuart Hutton, 54
Director
Mr. Hutton served as CFO of Orora (ASX: ORA) between December 2013 and November 2020. Mr. Hutton played an integral role in Orora’s evolution through the demerger from Amcor, listing on the Australian Stock Exchange, growth in revenue, and improved performance and share price. Mr. Hutton was also instrumental in the sale of Orora’s Australasian Fibre business to Nippon Paper for AU$1.7 billion. Mr. Hutton previously served as CFO of Amcor’s Australasia and Packaging Distribution business (NYSE: AMCR). Mr. Hutton brings more than 30 years of experience in senior finance roles, including five years with Orica (ASX: ORI) as CFO for the Minova Group, Chemical Services Division and Mining Services (North America) and four years as CFO of WorldMark Holdings Pty. Ltd. from 2001 to 2005, and before this, managed a number of acquisitions and divestments in his role as Manager, Acquisitions for Nylex Ltd. A qualified Chartered Accountant in Australia, Mr Hutton spent nine years during the early part of his career with Deloitte Touche Tohmatsu in audit and corporate finance roles which included a two-year secondment to London. Mr. Hutton holds a Bachelor of Business from Swinburne University.
Niraj Javeri, 40
Director
Mr. Javeri is currently the Vice President of Strategy at Zymergen (NASDAQ: ZY), a science and material innovation company based in Emeryville, California. Between 2010 and 2019 Mr. Javeri worked for Kohlberg Kravis Roberts & Co. (“KKR”) (NYSE: KKR) in New York, Sydney, and San Francisco as part of the Special Situations team, where he sourced, diligenced, executed, and monitored investments made across a number of funds managed by KKR. During his tenure in Australia with KKR, Mr. Javeri was a board member for a number of companies in Australia and New Zealand. Previously, Mr. Javeri was with One East Partners in London and New York, where he invested across industries in event-driven and value equities, distressed debt, and private deals. Prior to that, he worked at Goldman Sachs & Co in the Principal Investment Area where he worked on private equity investments, and at Deutsche Bank in both the Leveraged Finance and Technology investment banking groups. Mr. Javeri received a B.S. from Cornell University in Electrical and Computer Engineering, and an M.S. from Stanford University in Management Science and Engineering.
Lynne Thornton, 48
Director
Ms. Thornton is a co-founder and director at Groundfloor (Last K Ventures Pty. Ltd.), a smart, on-premises parcel locker system for residential and commercial buildings in Australia. Ms. Thornton is also a consultant for McColl’s Transport, Australia’s largest independent bulk liquid carrier of milk, food, and bulk chemicals. Previously, Ms. Thornton worked in the funds management industry for 15 years initially for Colonial First State in London then co-founded, Aubrey Capital Management, a global equities boutique, based in Edinburgh. Ms. Thornton was a director, member of the Investment Committee, and managed key relationships both with Australian institutional clients and with cornerstone investor, The Treasury Group (ASX: PAC) before successfully exiting the business in 2017. Ms. Thornton is an active angel investor and was on the board of Scale Investors, an angel investor network, for 5 years. Originally American, Ms. Thornton is an investor and entrepreneur with experience in both listed and private companies in the US, Europe and Australia. Her professional career has included roles in the consumer sector, logistics, and funds management industries. Ms. Thornton holds a B.S. in finance from California Polytechnic University and an MBA from the University of Cambridge in England.
