Flybondi Limited (“Flybondi”), Argentina’s first and largest
low-cost airline, today announced its plans to list on the Nasdaq
Stock Market (“Nasdaq”) and its entry into a definitive business
combination agreement with Integral Acquisition Corporation 1
(“Integral 1”) (NASDAQ: INTE).
Shares of the airline are expected to be listed on Nasdaq under
the symbol “FLYB”.
Peter Yu, Chairman of Flybondi, noted: “Flybondi’s success is
the product of disciplined execution by our team of 1,400 talented
professionals. Despite economic and pandemic-related challenges, I
believe our team has built a true world-class carrier. The planned
listing will provide us the opportunity to showcase this home-grown
success on Nasdaq, which hosts many of the world’s fastest growing
and most innovative companies.”
Mauricio Sana, Chief Executive Officer of Flybondi, added: “My
team and I are dedicated to providing the best safety, the best
service, and the best value to our millions of guests in Argentina
and beyond. We are absolutely committed every day to offering our
passengers La Libertad de Volar– the freedom to fly. This public
listing will be an important next step in Flybondi’s exciting and
dynamic growth.”
“We are delighted to introduce Flybondi to the public markets
and bring this differentiated investment opportunity to our
investors,” said Enrique Klix, Chief Executive Officer and Board
Member of Integral 1. He added: “We were attracted by Flybondi’s
potential for significant growth through a combination of organic
development and increased operating leverage. We remain impressed
by their competitive market position in a high-growth industry, and
their operating stability driven by managerial talent and efficient
systems and processes.”
Flybondi Highlights
- The first low-cost airline in Argentina, Flybondi has served
more than nine million passengers since its launch in 2018.
- Currently, Flybondi holds a 20% market share in Argentina’s
domestic air travel segment.
- With operating bases in Ezeiza and Aeroparque airports in
Buenos Aires, Flybondi currently serves 20 destinations across
Argentina and Brazil.
- With its growing fleet of Boeing 737-800s, Flybondi strives to
deliver world-class operating metrics, supported by high load
factors and low unit costs.
Transaction Overview
The planned transaction, structured as a share exchange and a
subsidiary merger (the “Business Combination”), 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, subject to
regulatory approvals, the approval by the stockholders of Integral
1 and the shareholders of Flybondi, and the satisfaction of certain
other customary closing conditions, including the review by the
U.S. Securities and Exchange Commission (“SEC”) of the proxy
statement/prospectus relating to the proposed Business Combination
and the listing approval by Nasdaq.
Upon the closing of the proposed Business Combination, the
combined company will continue to operate under the Flybondi name,
and Flybondi’s executive management team will continue to lead the
combined company. All cash remaining on the combined company’s
balance sheet at the closing of the Business Combination, after the
settlement of transaction-related expenses, is expected to be
utilized by the combined company for working capital, growth, and
other general corporate purposes.
An affiliate of Flybondi recently formed FB Parent Limited, a
limited company incorporated under the laws of England and Wales
(“FB Parent”), which in turn formed (i) Gaucho MS, Inc., a Delaware
corporation (“Merger Sub”), as its wholly-owned subsidiary.
Pursuant to the transactions contemplated by the business
combination agreement, (i) FB Parent shall acquire the outstanding
shares of Flybondi from Flybondi’s shareholders party to the
business combination agreement, in exchange for ordinary shares of
FB Parent and (ii) Merger Sub will merge with and into Integral 1,
with Integral 1 continuing as the surviving entity and as a
wholly-owned subsidiary of FB Parent.
Advisors
Greenberg Traurig, LLP, Marval O'Farrell Mairal, and DWF Law LLP
are serving as legal counsel to Flybondi.
Ellenoff Grossman & Schole LLP, Beccar Varela, and Travers
Smith LLP are serving as legal counsel to Integral 1.
Important Information about the Proposed Business Combination
and Where to Find It
This communication relates to the proposed Business Combination
involving Integral 1 and Flybondi. In connection with the proposed
business combination, Integral 1 and Flybondi will become
subsidiaries of FB Parent, which will be the going-forward public
company.
The proposed Business Combination will be submitted to Integral
1’s stockholders for their consideration and approval. FB Parent
intends to file with the SEC a registration statement on Form F-4
(the “Registration Statement”), which will include a proxy
statement/prospectus to be distributed to Integral 1’s stockholders
in connection with Integral 1’s solicitation of proxies for the
vote by Integral 1’s stockholders to approve the proposed Business
Combination and other matters as described in the Registration
Statement, and certain other related documents, as well as the
prospectus relating to the offer of the securities to be issued by
FB Parent in connection with the completion of the proposed
Business Combination. INTEGRAL 1’s STOCKHOLDERS AND OTHER
INTERESTED PERSONS ARE URGED TO READ, ONCE AVAILABLE, THE
REGISTRATION STATEMENT AND THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO, THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS (ONCE AVAILABLE) IN CONNECTION WITH INTEGRAL
1’S SOLICITATION OF PROXIES FOR ITS SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD TO APPROVE, AMONG OTHER THINGS, THE BUSINESS
COMBINATION, AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FLYBONDI,
INTEGRAL 1, AND THE PROPOSED BUSINESS COMBINATION. After the
Registration has been filed and declared effective, the proxy
statement/prospectus and other relevant documents will be mailed to
shareholders of Integral 1 as of a record date to be established
for voting on the proposed Business Combination. Investors and
security holders will also be able to obtain copies of the
Registration Statement, any amendments or supplements thereto, the
preliminary or definitive proxy statement, once available, and
other documents containing important information about each of the
companies filed by Integral 1 or FB Parent once such documents are
filed with the SEC, without charge, at the SEC's website at
https://www.sec.gov. The information contained on, or that may be
accessed through, the websites referenced in this press release is
not incorporated by reference into, and is not a part of, this
press release.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE PROPOSED TRANSACTION PURSUANT TO WHICH ANY SECURITIES ARE TO
BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
Integral 1, Flybondi, FB Parent, and their respective directors,
executive officers, other members of management, and employees may
be deemed participants in the solicitation of proxies from Integral
1’s stockholders and Flybondi’s shareholders with respect to the
proposed Business Combination. A list of the names of those
directors and executive officers and a description of their
interests in Integral 1 is contained in Integral 1’s filings with
the SEC, including Integral 1’s final prospectus relating to its
initial public offering, which was filed with the SEC on November
4, 2021, and its Annual Report on Form 10-K for the year ended
December 31, 2022, which was filed with the SEC on March 31, 2023,
are each available free of charge at the SEC's website at
https://www.sec.gov. Additional information regarding the interests
of such participants and any other persons who may, under SEC
rules, be deemed to be participants in the solicitation of Integral
1’s stockholders in connection with the proposed Business
Combination will be set forth in the Registration Statement for the
proposed Business Combination when available. A list of the names
of such participants and information regarding their direct or
indirect interests in the proposed Business Combination will be
contained in the Registration Statement for the proposed Business
Combination when available. You may obtain free copies of these
documents, when available, from the sources indicated above.
About 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. For more information, please
visit https://www.flybondi.com.
About Integral Acquisition Corporation 1
Integral Acquisition Corporation 1 is a blank check company
whose business purpose is to effect a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities. For more
information, please visit https://www.integralacquisition.com.
Forward-Looking Statements
Certain statements made in this press release are “forward
looking statements” within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation
Reform Act of 1995. When used in this press release, the words
“estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “could,”
“continue,” “might,” “outlook,” “possible,” “potential,” “predict,”
“scheduled,” “should,” “would,” “target,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are not statements of
historical matters but are instead expressions that indicate future
events or trends and that intended to identify forward-looking
statements, although the absence of these words does not mean that
a statement is not forward-looking. Generally, statements that are
not historical facts, including statements concerning possible or
assumed future actions, business strategies, events or results of
operations, and any statements that refer to projections, forecasts
or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. Actual results are difficult or impossible to predict.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside the Flybondi’s or Integral 1’s
control, that could cause actual results or outcomes to differ
materially from assumptions and from the results or outcomes
predicted in the forward-looking statements. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as and must not be relied on by any investor as a
guarantee, an assurance, a prediction, or a definitive statement of
fact or probability. Although Flybondi and Integral 1 believe that
their respective plans, intentions, and expectations reflected in
or suggested by these forward-looking statements are reasonable,
neither Flybondi nor Integral 1 can assure you that either will
achieve or realize these plans, intentions, or expectations.
Important factors, among others, that may affect actual results or
outcomes include (i) the occurrence of any event, change, or other
circumstances that could give rise to the inability to complete the
proposed Business Combination in a timely manner or at all
(including due to the failure to receive required shareholder
approvals, failure to receive any other necessary approvals or the
failure of other closing conditions); (ii) the inability to
recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things,
competition and the ability of FB Parent to grow and manage growth
profitably, maintain key relationships, and retain its management
and key employees; (iii) the inability to obtain or maintain the
listing of Integral 1’s shares on Nasdaq following the business
combination; (iv) costs related to the proposed Business
Combination; (v) the risk that the proposed Business Combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed Business Combination;
(vi) Integral 1 and Flybondi’s ability to manage growth and execute
business plans and meet projections; (vii) changes to the proposed
structure of the proposed Business Combination that may be required
or appropriate as a result of applicable laws or regulations or as
a condition to obtaining regulatory approval of the proposed
Business Combination; (viii) the outcome of any potential
litigation involving Integral 1 or Flybondi; (ix) changes in
applicable laws or regulations; (x) failure of Flybondi to comply
with laws and regulations applicable to Flybondi’s business; (xi)
Flybondi’s estimate of expenses and profitability; (xii)
assumptions regarding redemptions by Integral 1’s stockholders and
purchase price and other adjustments; (xiii) changes in the
competitive environment affecting Flybondi; (xiv) the impact of
pricing pressure and erosion on Flybondi; (xv) the failure to
obtain additional capital on acceptable terms; (xvi) the failure of
Flybondi to respond to fluctuations in foreign currency exchange
rates; (xvii) any downturn or volatility general economic and
market conditions impacting demand for Flybondi’s services, and in
particular economic and market conditions in the travel industry in
the markets in which Flybondi operate; (xviii) Flybondi’s estimates
of its financial performance; and (xix) other risks and
uncertainties indicated from time to time in the proxy
statement/prospectus relating to the proposed Business Combination,
including those under “Risk Factors” therein, and in Integral 1’s
other filings with the SEC. There may be additional risks that none
of Flybondi, FB Parent, or Integral 1 presently knows or that
Flybondi, FB Parent, or Integral 1 currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. Forward-looking statements
reflect Flybondi’s, FB Parent’s, or Integral 1’s expectations,
plans, or forecasts of future events and views of the date of this
press release. Flybondi, FB Parent, and Integral 1 anticipate that
subsequent events will cause Flybondi’s, FB Parent’s, and Integral
1’s assessments to change. Forward-looking statements speak only as
of the date they are made, and none of Flybondi, FB Parent, or
Integral 1 undertakes any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. None of
Flybondi, FB Parent, or Integral 1 gives any assurance that any of
Flybondi, FB Parent, or Integral 1 will achieve expectations.
No Offer or Solicitation
This press release does not constitute a solicitation of a vote
or a proxy, consent or authorization with respect to any securities
or in respect of the proposed transaction. This press release also
does not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities will be made except by means of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended, or an exemption therefrom.
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version on businesswire.com: https://www.businesswire.com/news/home/20231013464854/en/
Prosek Partners Flybondi@prosek.com
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