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. |
The information contained in Item 1.02 of this Current Report on Form 8-K with respect to the Mutual Termination Consent (as defined below) is incorporated by reference herein and made a part hereof.
| Item 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed, on October 19, 2023, Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), entered into a Business Combination Agreement, as amended on July 2, 2024, October 1, 2024 and April 15, 2025 (the “Business Combination Agreement”), with Flybondi Holdings plc, a public limited company incorporated under the laws of England and Wales, Gaucho MS, Inc., a Delaware corporation, Flybondi Limited, a private limited company incorporated under the laws of England and Wales (“Flybondi”) and certain holders of Flybondi’s outstanding shares that executed or joined the Business Combination Agreement.
On June 4, 2025, the Company and Flybondi entered into a mutual written consent (the “Mutual Termination Consent”), pursuant to which the Company and Flybondi mutually agreed to terminate the Business Combination Agreement pursuant to Section 13.1(a) thereof and to abandon the transactions contemplated thereby.
The foregoing description of the Mutual Termination Consent does not purport to be complete and is qualified in its entirety by reference to the text of the Mutual Termination Consent, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein and made a part hereof.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 5, 2025, each of Lynne Thornton, Niraj Javeri and Stuart Hutton resigned as a director of the board of directors (the “Board”) of the Company and as a member of committees of the Board, effective immediately. Also on June 5, 2025, each of Conrad Yiu, Matthew Clunies-Ross and Luke Fay resigned as a Board observer, effective immediately. Further, on June 5, 2025, Oliver Matlock resigned as the Chief Financial Officer of the Company, effective immediately. Enrique Klix will assume the role of Chief Financial Officer of the Company. The resignations of Mrs. Thornton, Mr. Javeri, Mr. Hutton, Mr. Yiu, Mr. Clunies-Ross, Mr. Fay and Mr. Matlock did not result from any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 8.01 | Other Events. |
As previously disclosed, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders on October 31, 2024 (the “Meeting”). As a result of the redemptions in connection with the Meeting, the Company was required to file a tax return and remit payment for 2024 excise tax liabilities on or before April 30, 2025. As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 19, 2025, the Company’s excise tax liability was $95,388 as of December 31, 2024. On April 30, 2025, the Company filed its 2024 excise tax return. On June 4, 2025, the Company paid $97,300 in connection with the 2024 excise tax, including penalties and interest.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Mutual Termination Consent, dated as of June 4, 2025 | |
| 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 current 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 and Chief Financial Officer | |
Dated: June 5, 2025