10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File

Number: 001-41006

INTEGRAL ACQUISITION CORPORATION 1

(Exact name of registrant as specified in its charter)


Delaware		86-2148394
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1330 Avenue of the Americas, 23rd Floor New York, New York		10019
(Address of principal executive offices)		(Zip Code)

(212)209-6132

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant	INTEU	OTC
Class A Common Stock, par value $0.0001 per share	INTE	OTC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	INTEW	OTC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

Rule 12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2

the Exchange Act). Yes ☒ No ☐

As of November

, 2024, there were 3,237,669 shares of Class A common stock, par value $0.0001 per share, and one share of Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding.

INTEGRAL ACQUISITION CORPORATION 1

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS



		Page

PART I – FINANCIAL INFORMATION			1

Item 1.	Financial Statements		1

	Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023		1

	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023		2

	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2024 and 2023		3

	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023		4

	Unaudited Notes to Condensed Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28

Item 4.	Controls and Procedures		28

PART II – OTHER INFORMATION			30

Item 1.	Legal Proceedings		30

Item 1A.	Risk Factors		30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		30

Item 3.	Defaults Upon Senior Securities		31

Item 4.	Mine Safety Disclosures		31

Item 5.	Other Information		31

Item 6.	Exhibits		32

SIGNATURES			33

Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:

•

“2021 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC (as defined below) on April 1, 2022;

•

“2022 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 31, 2023;

•

“2023 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 12, 2024;

•

“2024 SPAC Rules” are to the new rules and regulations for SPACs (as defined below) adopted by the SEC on January 24, 2024, which became effective on July 1, 2024;

•

“Amended and Restated Charter” are to our Amended and Restated Certificate of Incorporation, as amended and currently in effect;

•

“Anchor Investors” are to certain qualified institutional buyers or institutional accredited investors (none of which are affiliated with any member of our Management Team (as defined below), our Sponsor (as defined below) or any other Anchor Investor) that purchased an aggregate of approximately $60.8 million of Units (as defined below) in our Initial Public Offering (as defined below), and became a member of our Sponsor at the closing of our Initial Public Offering;

•

“ASC” are to the FASB (as defined below) Accounting Standards Codification;

•

“ASC 260” are to FASB ASC Topic 260, “Earnings Per Share”;

•

“ASC 405” are to FASB ASC Topic 405, “Liabilities”;

•

“ASC 480” are to FASB ASC Topic 480, “Distinguishing Liabilities from Equity”;

•

“ASC 740” are to FASB ASC Topic 740, “Income Taxes”;

•

“ASC 815” are to FASB ASC Topic 815, “Derivatives and Hedging”;

•

“ASC 820” are to FASB ASC Topic 820, “Fair Value Measurements and Disclosures”;

•

“ASU” are to the FASB Accounting Standards Update;

•

“ASU 2014-15” are to FASB ASU Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”;

•

“ASU 2020-06” are to FASB ASU Topic 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”;

•

“ASU 2023-09” are to FASB ASU Topic 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”;

•

“Board of Directors” or “Board” are to our board of directors;

•

“Business Combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

•

“Carnegie Park” are to Carnegie Park Capital, LLC (and/or its affiliates);

•

“Cartesian Escrow Parties” are to Cartesian Capital Group, LLC and Flybondi (as defined below), together;

•

“Charter Amendment Proposals” are to the Founder Share Amendment Proposal (as defined below) and the Second Extension Amendment Proposal (as defined below), together;

•

“Class A Common Stock” are to shares of our Class A common stock, par value $0.0001 per share;

•

“Class B Common Stock” are to shares of our Class B common stock, par value $0.0001 per share;

•

“Cohen & Company” are to Cohen & Company Capital Markets, a division of J.V.B. (as defined below);

•

“Combination Period” are to the 48-month period, from the closing of the Initial Public Offering to November 5, 2025 (or such earlier date as determined by the Board), as extended by the Third Extension (as defined below), that we have to consummate an initial Business Combination; provided that the Combination Period may be further extended pursuant to an amendment to the Amended and Restated Charter and consistent with applicable laws, regulations and stock exchange rules;

•

“Common Stock” are to the Class A Common Stock and the Class B Common Stock, together;

•

“Company,” “our,” “we,” or “us” are to Integral Acquisition Corporation 1, a Delaware corporation;

•

“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and warrant agent of our Public Warrants (as defined below);

•

“Crescent Park” are to Crescent Park Management, L.P. as the investment advisor to Crescent Park Master Fund, L.P., Crescent Park FOF Partners, L.P. and Crescent Park Global Equity Master Fund, L.P. (and/or their affiliates);

•

“DGCL” are to the Delaware General Corporation Law;

•

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•

“Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the IR Act (as defined below);

•

“FASB” are to the Financial Accounting Standards Board;

•

“FB Parent” are to FB Holdings plc, a limited company incorporated under the laws of England and Wales;

iii

•

“Flybondi” are to Flybondi Limited, a limited company incorporated under the laws of England and Wales;

•

“Flybondi Business Combination” are to the transactions contemplated by the Flybondi Business Combination Agreement (as defined below);

•

“Flybondi Business Combination Agreement” are to the Business Combination Agreement, dated as of October 19, 2023, as amended by the Flybondi Novation Agreement on July 2, 2024, and as further amended by the Second Amendment to Business Combination Agreement on October 1, 2024, by and among us, Flybondi, FB Parent, Merger Sub (as defined below) and the Sellers (as defined below);

•

“Flybondi Holdings” are to Flybondi Holdings plc, a public limited company incorporated under the laws of England and Wales;

•

“Flybondi Holdings Substitution” are to the assignment, pursuant to the Flybondi Novation Agreement (as defined below), by FB Parent to Flybondi Holdings of all of its liabilities, agreements, obligations, rights and duties in, under, and arising from the Flybondi Business Combination Agreement;

•

“Flybondi Novation Agreement” are to the assignment, novation and amendment agreement we entered into on July 2, 2024 with Flybondi Holdings, Flybondi, FB Parent and Merger Sub;

•

“Flybondi Registration Statement” are to the Registration Statement on Form F-4, which will include a proxy statement/prospectus prepared by Flybondi Holdings, Flybondi and us, to be filed by Flybondi Holdings with the SEC in connection with the Flybondi Business Combination;

•

“Flybondi Sponsor Support Agreement Amendment” are to Amendment No. 1 to the Sponsor Support Agreement, dated October 19, 2023, which we entered into on July 2, 2024, with the Sponsor and Flybondi to reflect the Flybondi Holdings Substitution;

•

“First Extension” are to the extension of the date by which we must consummate our initial Business Combination from May 5, 2023 to November 3, 2023 (or such earlier date as determined by the Board), as approved by the stockholders at the First Special Meeting (as defined below);

•

“First Extension Amendment Proposal” are to a proposal at the First Special Meeting to approve an amendment to the Amended and Restated Charter to extend the date by which we must consummate our initial Business Combination from May 5, 2023 to November 3, 2023 (or such earlier date as determined by the Board);

•

“First Extension Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $630,000 issued on May 8, 2023 to the Sponsor in connection with the First Extension;

•

“First Nasdaq Notice” are to the deficiency notice from Nasdaq (as defined below) we received on June 28, 2023;

•

“First Special Meeting” are to the special meeting of our stockholders held on May 3, 2023;

•

“First Special Meeting Redemptions” are to the 8,470,059 Public Shares that were redeemed in connection with the vote to approve the First Extension Amendment Proposal, resulting in $87,843,748 (approximately $10.37 per share) being removed from the Trust Account to pay such redeeming Public Stockholders (as defined below);

•

“Forward Purchase Shares” are to the shares of Class A Common Stock that were to be issued pursuant to the FPAs (as defined below);

•

“Founder Share Conversion” are to the 2,874,999 shares of Class A Common Stock (consisting of 2,824,999 shares to our Sponsor and 50,000 shares to an Anchor Investor) issued on November 3, 2023, following the approval of the Founder Share Amendment Proposal by our stockholders at the Second Special Meeting (as defined below), upon the conversion of an equal number of shares of Class B Common Stock held by the Sponsor and such Anchor Investor as Founder Shares (as defined below);

•

“Founder Shares” are to the shares of Class B Common Stock initially purchased by our Sponsor prior to the Initial Public Offering and the shares of Class A Common Stock that (i) will be issued upon the automatic conversion of the shares of Class B Common Stock at the time of our Business Combination as described herein and (ii) were issued in connection with the Founder Share Conversion upon the conversion of an equal number of shares of Class B Common Stock (for the avoidance of doubt, such Class A Common Stock will not be “Public Shares” (as defined below));

•

“Founder Share Amendment Proposal” are to the proposal at the Second Special Meeting to approve an amendment to the Amended and Restated Charter to grant a holder of shares of Class B Common Stock the right to convert such shares into shares of Class A Common Stock on a one-for-one basis prior to the closing of a Business Combination;

•

“FPA” are to each of the forward purchase agreements we entered into with Carnegie Park and Crescent Park, which were terminated by the FPA Termination Agreements (as defined below);

•

“FPA Termination Agreements” are to the agreements we entered into with Carnegie Park and Crescent Park on December 8, 2023 and December 12, 2023, respectively, to mutually terminate and cancel the FPAs;

•

“Initial Public Offering” or “IPO” are to the initial public offering that we consummated on November 5, 2021;

•

“Initial Stockholders” are to holders of our Founder Shares prior to our Initial Public Offering;

•

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

•

“IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on February 16, 2021;

•

“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on June 14, 2021, as amended, and declared effective on November 2, 2021 (File No. 333-257058);

•

“IR Act” are to the Inflation Reduction Act of 2022;

•

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

•

“Joining Sellers” are to other holders of Flybondi’s outstanding shares and/or options that join the Flybondi Business Combination Agreement by delivering a Seller Joinder (as defined below) after the date of the Flybondi Business Combination Agreement;

•

“June 2023 Note” are to that certain unsecured promissory note in the principal amount of up to $1,500,000 we issued on July 10, 2023 to the Sponsor in connection with the Working Capital Loans (as defined below); and

•

“J.V.B.” are to J.V.B. Financial Group, one of our Anchor Investors;

•

“Letter Agreement” are to the Letter Agreement, dated November 2, 2021, which we entered into with our Sponsor and our directors and officers;

•

“Management” or our “Management Team” are to our executive officers and directors;

•

“Market Value Standard” are to Nasdaq Listing Rule 5450(b)(2)(A);

•

“Merger Sub” are to Gaucho MS, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of FB Parent;

•

“Minimum Total Holders Rule” are to Nasdaq Listing Rule 5450(a)(2);

•

“MVLS” are to the Market Value of Listing Securities;

•

“Nasdaq” are to the Nasdaq Stock Market LLC;

•

“Nasdaq Compliance Period” are to the 180 calendar days we had to regain compliance with the Market Value Standard pursuant to the First Nasdaq Notice;

•

“Nasdaq Staff” are to the Listing Qualifications Department of Nasdaq;

•

“Private Placement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering;

•

“Private Placement Warrants” are to the warrants issued to our Sponsor in the Private Placement;

•

“Promissory Notes” are to the First Extension Promissory Note, the Second Extension Promissory Note (as defined below), the Third Extension Promissory Note (as defined below), the June 2023 Note and the September 2024 Note (as defined below), collectively;

•

“Public Shares” are to the shares of Class A Common Stock sold as part of the Units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

•

“Public Stockholders” are to the holders of our Public Shares, including our Initial Stockholders and Management Team to the extent our Initial Stockholders and/or the members of our Management Team purchase Public Shares, provided that each Initial Stockholder’s and member of our Management Team’s status as a “Public Stockholder” will only exist with respect to such Public Shares;

•

“Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market);

•

“Registration Rights Agreement” are to the Registration Rights Agreement, dated November 2, 2021, which we entered into with the Sponsor and the holders party thereto;

•

“Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024;

•

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

•

“SEC” are to the U.S. Securities and Exchange Commission;

•

“Second Amendment to Business Combination Agreement” are to the Second Amendment to Business Combination Agreement, dated as of October 1, 2024, by and among us, Flybondi, FB Parent, Merger Sub and the Sellers;

•

“Second Extension” are to the extension of the date by which we must consummate our initial Business Combination from November 3, 2023 to November 5, 2024 (or such earlier date as determined by the Board), as approved by our stockholders at the Second Special Meeting;

•

“Second Extension Amendment Proposal” are to a proposal at the Second Special Meeting to approve an amendment to the Amended and Restated Charter to extend the date by which we must consummate an initial Business Combination from November 3, 2023 to November 5, 2024 (or such earlier date as determined by the Board);

•

“Second Extension Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $359,503 issued on November 8, 2023 to the Sponsor in connection with the Second Extension;

•

“Second Nasdaq Notice” are to the deficiency notice from Nasdaq received by us on October 24, 2023;

•

“Second Special Meeting” are to the special meeting in lieu of an annual meeting of our stockholders held on November 2, 2023;

•

“Second Special Meeting Redemptions” are to the 1,831,599 Public Shares that were redeemed in connection with the vote to approve the Charter Amendment Proposals, resulting in $19,763,618 (approximately $10.79 per share) being removed from the Trust Account to pay such redeeming Public Stockholders;

•

“Securities Act” are to the Securities Act of 1933, as amended;

•

“Seller Joinder” are to a joinder agreement executed by a Joining Seller and delivered to us, FB Parent and Flybondi after the date of the Flybondi Business Combination Agreement;

•

“Sellers” are to the Joining Sellers and the Signing Sellers, together;

•

“September 2024 Note” are to that certain unsecured promissory note in the principal amount of up to $3,000,000 we issued on September 2, 2024 to the Sponsor in connection with the Working Capital Loans (as defined below);

•

“Services Agreement” are to the Services Agreement, dated November 2, 2021, we entered into with our Sponsor;

•

“Signing Sellers” are to certain holders of Flybondi’s outstanding shares that have executed the Flybondi Business Combination Agreement on October 19, 2023;

•

“SPACs” are to special purpose acquisition companies;

•

“Sponsor” are to Integral Sponsor LLC, a Delaware limited liability company;

•

“Third Extension” are to the extension of the date by which we must consummate our initial Business Combination from November 5, 2024 to November 5, 2025 (or such earlier date as determined by the Board), as approved by our stockholders at the Third Special Meeting;

•

“Third Extension Amendment Proposal” are to a proposal at the Third Special Meeting to approve an amendment to the Amended and Restated Charter to extend the date by which we must consummate an initial Business Combination from November 5, 2024 to November 5, 2025 (or such earlier date as determined by the Board);

•

“Third Extension Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $130,561.20 issued on November 6, 2024 to the Sponsor in connection with the Third Extension;

•

“Third Special Meeting” are to the special meeting in lieu of an annual meeting of our stockholders held on October 31, 2024, which was adjourned from October 28, 2023;

•

“Third Special Meeting Redemptions” are to the 835,672 Public Shares that were redeemed in connection with the vote to approve the Third Extension Amendment Proposal, resulting in approximately $9.5 million (approximately $11.41 per share) being removed from the Trust Account to pay such redeeming Public Stockholders;

•

“Treasury” are to the U.S. Department of the Treasury;

•

“Trust Account” are to the U.S.-based trust account in which an amount of $116,725,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial Public Offering;

•

“Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant;

•

“U.S. GAAP” are to the accounting principles generally accepted in the United States of America;

•

“Warrant Agreement” are to the Warrant Agreement, dated November 2, 2021, which we entered into with Continental, as warrant agent;

•

“Warrants” are to the Private Placement Warrants and the Public Warrants, together; and

•

“Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Initial Stockholders or an affiliate of the Initial Stockholders or certain of our directors and officers may, but are not obligated to, loan us.

vii

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

INTEGRAL ACQUISITION CORPORATION 1

CONDENSED BALANCE SHEETS


	September 30, 2024			December 31, 2023
	(Unaudited)
Assets
Cash	$	927,414		$	75,891
Prepaid taxes		238,189			18,350
Prepaid expenses		9,407			7,223

Total current assets		1,175,010			101,464
Cash held in Trust Account		13,588,857			12,956,224

Total Assets	$	14,763,867		$	13,057,688

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accrued expenses	$	1,295,158		$	841,202
Due to related party		100,000			80,000
Promissory Notes — Related Party		761,917			414,917
Working Capital Loans - convertible		1,500,000			910,083
Excise Tax payable		1,076,073			1,076,073
Reserve for uncertain tax positions		371,214			—
Income taxes payable		—			53,363

Total liabilities		5,104,362			3,375,638

Commitments and Contingencies (Note 4)
Class A Common Stock subject to possible redemption, 1,198,342 shares at redemption value of $11.23 and $10.78 per share at September 30, 2024 and December 31, 2023, respectively		13,458,279			12,923,657
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A Common Stock, $0.0001 par value; 100,000,000 shares authorized; 2,874,999 issued and outstanding, respectively, (excluding 1,198,342 shares subject to possible redemption)		288			288
Class B Common Stock, $0.0001 par value; 10,000,000 shares authorized; 1 share issued and outstanding		—			—
Additional paid-in capital		—			—
Accumulated deficit		(3,799,062	)		(3,241,895	)

Total stockholders’ deficit		(3,798,774	)		(3,241,607	)

Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$	14,763,867		$	13,057,688

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Operating costs	$	397,659		$	520,762		$	1,306,230		$	1,393,021

Loss from operations		(397,659	)		(520,762	)		(1,306,230	)		(1,393,021	)

Other income (expenses):
Unrealized gain (loss) on change in fair value of FPA liability		—			818,251			—			(44,330	)
Unrealized gain on Trust Account		—			6,972			—			139,355
Interest income		173,785			412,108			515,047			2,329,140

Total other income, net		173,785			1,237,331			515,047			2,424,165

(Loss) income before provision for income taxes		(223,874	)		716,569			(791,183	)		1,031,144
Provision for income taxes		(44,219	)		(28,417	)		(131,362	)		(437,783	)

Net (loss) income	$	(268,093	)	$	688,152		$	(922,545	)	$	593,361

Basic and diluted weighted average shares outstanding, Common Stock subject to redemption		1,198,342			3,029,941			1,198,342			7,063,302

Basic and diluted net (loss) income per Common Stock subject to redemption	$	(0.07	)	$	0.12		$	(0.23	)	$	0.06

Basic and diluted weighted average shares outstanding, non-redeemable Common Stock		2,875,000			2,875,000			2,875,000			2,875,000

Basic and diluted net (loss) income per non-redeemable Common Stock	$	(0.07	)	$	0.12		$	(0.23	)	$	0.06

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024


	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Stock		Amount		Stock		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2023		2,874,999	$	288		1	$	—	$	—	$	(3,241,895	)	$	(3,241,607	)
Accretion of Class A Common Stock to redemption amount		—		—		—		—		—		(178,852	)		(178,852	)
Net loss		—		—		—		—		—		(260,035	)		(260,035	)

Balance as of March 31, 2024 (unaudited)		2,874,999	$	288		1	$	—	$	—	$	(3,680,782	)	$	(3,680,494	)
Accretion of Class A Common Stock to redemption amount		—		—		—		—		—		(176,819	)		(176,819	)
Escrow funding from Cartesian Escrow Parties		—		—		—		—		—		900,000			900,000
Net loss		—		—		—		—		—		(394,417	)		(394,417	)

Balance as of June 30, 2024 (unaudited)		2,874,999	$	288		1	$	—	$	—	$	(3,352,018	)	$	(3,351,730	)
Accretion of Class A Common Stock to redemption amount		—		—		—		—		—		(178,951	)		(178,951	)
Net loss		—		—		—		—		—		(268,093	)		(268,093	)

Balance as of September 30, 2024 (unaudited)		2,874,999	$	288		1	$	—	$	—	$	(3,799,062	)	$	(3,798,774	)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023


	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2022		2,875,000	$	288	$	—	$	(7,961,811	)	$	(7,961,523	)
Accretion of Class A Common Stock to redemption amount		—		—		—		(949,072	)		(949,072	)
Net income		—		—		—		451,060			451,060

Balance as of March 31, 2023 (unaudited)		2,875,000		288		—		(8,459,823	)		(8,459,535	)
Accretion of Class A Common Stock to redempt io n amount		—		—		—		(800,927	)		(800,927	)
Excise Tax payable		—		—		—		(878,437	)		(878,437	)
Net loss		—		—		—		(545,851	)		(545,851	)

Balance as of June 30, 2023 (unaudited)		2,875,000		288		—		(10,685,038	)		(10,684,750	)
Accretion of Class A Common Stock to redemption amount		—		—		—		(654,826	)		(654,826	)
Waiver of deferred underwriters’ fee		—		—		—		6,050,000			6,050,000
Net income		—		—		—		688,152			688,152

Balance as of September 30, 2023 (unaudited)		2,875,000	$	288	$	—	$	(4,601,712	)	$	(4,601,424	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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INTEGRAL ACQUISITION CORPORATION 1

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


	For the Nine Months Ended September 30,
	2024			2023
Cash flows from Operating Activities:
Net (loss) income	$	(922,545	)	$	593,361
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized gain on Trust Account		—			(139,355	)
Unrealized loss on change in fair value of FPA liability		—			44,330
Interest earned on cash and investments held in Trust Account		(514,856	)		(2,329,140	)
Changes in current assets and current liabilities:
Prepaid expenses		(2,184	)		208,072
Due to related party		20,000			—
Accrued expenses		453,956			480,551
Income taxes payable		119,712			62,783
Franchise taxes payable		(21,700	)		(30,164	)

Net cash used in operating activities		(867,617	)		(1,109,562	)

Cash flows from Investing Activities:
Extension funding of Trust Account		(269,627	)		(525,000	)
Funds withdrawn for redemptions		—			87,843,748
Cash withdrawn from Trust Account to pay taxes		151,850			555,214

Net cash (used in) provided by investing activities		(117,777	)		87,873,962

Cash flows from Financing Activities:
Funds withdrawn for redemptions		—			(87,843,748	)
Proceeds from issuance of convertible promissory note to related party		589,917			165,000
Escrow funding from Cartesian Escrow Parties		900,000			—
Proceeds from loans from the promissory notes to related party		347,000			355,000

Net cash provided by (used in) financing activities		1,836,917			(87,323,748	)

Net change in cash		851,523			(559,348	)
Cash, beginning of the period		75,891			601,088

Cash, end of the period	$	927,414		$	41,740

Supplemental disclosure of noncash investing and financing activities:
Income Tax Paid	$	30,000		$	375,000

Accretion of Class A Common Stock to redemption amount	$	534,622		$	2,404,825

Impact of the waiver of deferred commission by the underwriters	$	—		$	6,050,000

Excise Tax payable	$	—		$	878,437

The accompanying notes are an integral part of these unaudited condensed financial statements.

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INTEGRAL ACQUISITION CORPORATION 1

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Note 1 — Organization, Business Operations and Liquidity

Organization and General

Integral Acquisition Corporation 1 is a blank check company incorporated as a Delaware corporation on February 16, 2021. The Company was formed for the purpose of effecting a Business Combination.

As of September 30, 2024, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from February 16, 2021 (inception) through September 30, 2024, relates to (i) the Company’s formation and the IPO described below, and (ii) since the closing of the IPO the search for a prospective and consummation of an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

Sponsor and Financing

The Sponsor, Integral Sponsor, LLC, is a Delaware limited liability company.

The IPO Registration Statement was declared effective on November 2, 2021. On November 5, 2021, the Company, consummated its IPO of 11,500,000 Units, including 1,500,000 Units issued upon exercise in full by the underwriter of its option to purchase additional Units. Each Unit consists of one Public Share, and

one-half

of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000.

Simultaneously with the closing of the IPO, the Company completed the Private Placement of an aggregate of 4,950,000 Private Placement Warrants, including 90,000 Private Placement Warrants issued in connection with the exercise in full by the underwriter of its option to purchase additional Units, to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $4,950,000. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Upon the closing of the IPO and the Private Placement, $116,725,000 was placed in the Trust Account, representing the redemption value of the Public Shares sold in the IPO, at their redemption value of $10.15 per share.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

Founder Shares

The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Common Stock issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Business Combination that results in all of the stockholders having the right to exchange their Class A Common Stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the

“Lock-up”).

Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Founder Shares. Notwithstanding the foregoing, the Founder Shares will be released from the

Lock-up

if the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the initial Business Combination. On December 29, 2021, the Sponsor transferred 50,000 Founder Shares to an Anchor Investor.

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INTEGRAL ACQUISITION CORPORATION 1

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Trust Account

At September 30, 2024 and December 31, 2023, funds in the Trust Account were invested in an interest bearing demand deposit account. Except for the withdrawal of funds to pay taxes, funds will remain in the Trust Account until the earlier of (i) the consummation of its first Business Combination and (ii) the distribution of the Trust Account as described below. The remaining proceeds outside the Trust Account may be used for (i) business, legal and accounting expenses, (ii) due diligence on prospective acquisitions and (iii) continuing general and administrative expenses.

Initial Business Combination

The Company will provide its Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable (excluding Excise Taxes)), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. As of September 30, 2024, the amount in the Trust Account was $11.34 (before taxes paid or payable) per Public Share.

The shares of Common Stock subject to redemption have been recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with ASC 480. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

Following the IPO, the Company initially had only 18 months from the closing of the IPO to complete the initial Business Combination, which period, as further discussed below, was extended to November 5, 2025. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable (excluding Excise Taxes) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board of Directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Amended and Restated Charter, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote their Founder Shares and any Public Shares purchased during or after the IPO in favor of the initial Business Combination.

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INTEGRAL ACQUISITION CORPORATION 1

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Proposed 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.

The Flybondi Business Combination Agreement provides for, among other things, the following transactions: (i) FB Parent will acquire the shares of Flybondi held by the Sellers in exchange for the issuance by FB Parent of new ordinary shares of FB Parent, and (ii) the Company will merge with and into Merger Sub, with the Company continuing as the surviving entity and as a wholly-owned subsidiary of FB Parent, and each of the Company’s issued and outstanding securities immediately prior to such merger will be cancelled and converted into the right of the holder thereof to receive a substantially equivalent security of FB Parent.

On July 2, 2024, the Company entered into the Flybondi Novation Agreement with FB Parent Limited (the “Assignor”), FB Parent (the “Assignee”), Merger Sub, Flybondi and the Joining Sellers. 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 the Flybondi Business Combination Agreement (the “Substitution”).

Also on July 2, 2024, the Company, Sponsor, and Flybondi entered into the Flybondi Sponsor Support Agreement Amendment to reflect the Substitution.

On October 1, 2024, the parties to the Flybondi Business Combination Agreement entered into the Second Amendment to Business Combination Agreement, pursuant to which the parties agreed to extend the Agreement End Date (as defined in the Flybondi Business Combination Agreement) from November 1, 2024 to March 31, 2025. Other than the extension of the Agreement End Date, the terms of the Flybondi Business Combination Agreement remain unchanged.

For a full description of the Flybondi Business Combination Agreement and the proposed Flybondi Business Combination, please see “Item 1. Business” of the 2023 Annual Report.

Extensions of the Combination Period

On May 3, 2023, the Company held the First Special Meeting. At the First Special Meeting, the stockholders approved the First Extension Amendment Proposal, which extended the date the Company had to consummate an initial Business Combination from May 5, 2023 to November 3, 2023. In connection with the vote to approve the First Extension Amendment Proposal, Public Stockholders holding 8,470,059 Public Shares properly exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $87,843,748 (approximately $10.37 per share) was removed from the Trust Account to pay such redeeming Public Stockholders in the First Special Meeting Redemptions.

In connection with the approval of the First Extension Amendment Proposal, the Company issued the First Extension Promissory Note in the aggregate principal amount of up to $630,000 to the Sponsor. The First Extension Promissory Note bears no interest and is repayable in full upon the date of the consummation of the initial Business Combination or the Company’s liquidation. Additionally, the Company agreed to make monthly deposits of $105,000 into the Trust Account for each calendar month (commencing on May 8, 2023) or portion thereof, that was needed by the Company to complete an initial Business Combination until November 3, 2023, and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) Public Stockholders who elect to have their Pubic Shares redeemed in connection with the consummation of the Business Combination.

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INTEGRAL ACQUISITION CORPORATION 1

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

On November 2, 2023, the Company held the Second Special Meeting, at which the stockholders approved, among other things, the Charter Amendment Proposals. Following approval of the Second Extension Amendment Proposal, the Combination Period was extended from November 3, 2023 to November 5, 2024. In connection with the vote to approve the Charter Amendment Proposals, Public Stockholders holding 1,831,599 Public Shares properly exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $19,763,618 (approximately $10.79 per share) was removed from the Trust Account to pay such redeeming Public Stockholders.

In connection with the approval of the Second Extension Amendment Proposal, 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 our liquidation. Additionally, the Company has deposited and will continue to deposit $29,959 into the Trust Account for each calendar month (commencing on November 8, 2023 and ending on the 5th 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) Public Stockholders who elect to have their Pubic Shares redeemed in connection with the consummation of the Business Combination.

On October 28, 2024, the Company convened and then determined to adjourn, without conducting any business, the Third Extension Meeting to October 31, 2024, in order to extend the period of time for redemptions and reversal of redemptions.

On October 31, 2023, the Company held the Third Special Meeting, at which the stockholders approved, among other things, the Third Extension Amendment Proposal. Following approval of the Third Extension Amendment Proposal, the Combination Period was extended from November 5, 2024 to November 5, 2025. In connection with the vote to approve the Third Extension Amendment Proposal, Public Stockholders holding 835,672 Public Shares properly exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $9.5 million (approximately $11.41 per share) was removed from the Trust Account to pay such redeeming Public Stockholders.

On November 6, 2024, in connection with the approval of the Third Extension Amendment Proposal, the Company issued the Third Extension Promissory Note in the aggregate principal amount of up to $130,561 to the Sponsor. The Third Extension Promissory Note bears no interest and is repayable in full upon the date of the consummation of the initial Business Combination or the Company’s liquidation. Additionally, the Company agreed to make monthly deposits of $10,880 into the Trust Account for each calendar month (commencing on November 6, 2024) or portion thereof, that was needed by the Company to complete an initial Business Combination until November 5, 2025, and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) Public Stockholders who elect to have their Pubic Shares redeemed in connection with the consummation of the Business Combination.

As of September 30, 2024, the Company had deposited an aggregate of $959,544 to fund the Trust Account. For the three and nine month ended September 30, 2024, an aggregate of $89,875 and $269,627, respectively, was deposited in the Trust Account. For the three and nine month ended September 30, 2023, an aggregate of $315,000 and $525,000, respectively, was deposited in the Trust Account.

Since September 30, 2024 through the date of this Report, an aggregate of $40,839 has been deposited into the Trust Account to extend the Combination Period to December 5, 2024.

Founder Share Conversion

Following the approval of the Founder Share Amendment Proposal at the Second Special Meeting, on November 3, 2023, the Company issued an aggregate of 2,874,999 shares of Class A Common Stock (consisting of 2,824,999 shares to the Sponsor and 50,000 shares to an Anchor Investor) upon the conversion of an equal number of shares of Class B Common Stock, held by the Sponsor and such Anchor Investor, respectively. The 2,874,999 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 a Business Combination, as described in the IPO Registration Statement. Following the Founder Share Conversion, the First Special Meeting Redemptions and the Second Special Meeting Redemptions, there were 4,073,341 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding. As a result, the Sponsor holds approximately 69.4% of the issued and outstanding 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 the Report.

Risks and Uncertainties

The continuing military conflict between the Russian Federation and Ukraine, the military conflict in the Middle East and the risk of escalations of other military conflicts have created and are expected to create global economic consequences. The specific impact on the Company’s financial condition, results of operations, and cash flows is not determinable as of the date of the accompanying unaudited condensed financial statements.

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INTEGRAL ACQUISITION CORPORATION 1

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Inflation Reduction Act of 2022

On August 16, 2022, the IR Act was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% Excise Tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. In April 2024, the Treasury issued proposed regulations providing guidance with respect to the Excise Tax. Taxpayers may rely on these proposed regulations until final regulations are issued. Under the proposed regulations, liquidating distributions made by publicly traded domestic corporations are exempt from the Excise Tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the Excise Tax. Whether and to what extent the Company would be subject to the Excise Tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any PIPE or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination, but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the Excise Tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

During the second quarter, the Internal Revenue Service issued final regulations with respect to the timing and payment of the Excise Tax. These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024.

On October 23, 2024, the Company filed its excise tax return and paid $1,076,073 using $900,000 acquired from the Cartesian Escrow Parties in association with the Flybondi Business Combination Agreement.

Termination of Forward Purchase Agreement

On August 23, 2021, pursuant to the FPAs, Crescent Park, which is one of the Anchor Investors, and Carnegie Park agreed to purchase up to 2,500,000 Forward Purchase Shares in the case of Crescent Park and up to 500,000 Forward Purchase Shares in the case of Carnegie Park at $10.00 per share (as such price per share may be reduced to $9.20 per share or further reduced to below $9.20 per share with respect to all or part of the Forward Purchase Shares) for gross proceeds up to $30,000,000 in the aggregate if all of the Forward Purchase Shares were purchased at $10.00 per share (or up to $27,600,000 in the aggregate if all of the Forward Purchase Shares were purchased at $9.20 per share, or up to a lower amount in the aggregate if all of the Forward Purchase Shares were purchased at less than $9.20 per share) in private placements that would occur concurrently with the consummation of the initial Business Combination.

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INTEGRAL ACQUISITION CORPORATION 1

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

On December 8, 2023 and December 12, 2023, the Company and each of Carnegie Park and Crescent Park entered into the FPA Termination Agreements to mutually terminate and cancel the FPAs. At the IPO, the Company recognized an offering cost of $1,011,752 within the statement of stockholders’ equity. Upon the termination of the FPAs, the Company recognized an aggregate gain of $2,708,717 with $1,011,752 recognized as a reversal of the offering costs and the remaining $1,696,965 recognized as an unrealized gain on the change in fair value of FPA on the accompanying unaudited condensed statements of operations.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

On June 28, 2023, the Company received the First Nasdaq Notice from the Nasdaq Staff notifying the Company that for the prior 30 consecutive business days, its MVLS was below the minimum of $50 million required for continued listing on Nasdaq pursuant to the Market Value Standard. This notification had no immediate effect on the listing or trading of the Company’s securities on Nasdaq.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had a period of 180 calendar days, or until December 26, 2023, to regain compliance with the Market Value Standard. The First Nasdaq Notice stated that to regain compliance, the Company’s MVLS must close at $50 million or more for a minimum of ten consecutive business days during the Nasdaq Compliance Period, at which time Nasdaq would provide written notification the Company had achieved compliance under the Market Value Standard and the matter would be closed.

On October 24, 2023, the Company received the Second Nasdaq Notice from the Nasdaq Staff indicating that it 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 was only a notification of deficiency, not of imminent delisting, and had no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

In accordance with Nasdaq Listing Rule 5810I(2)(A)(i), the Second Nasdaq Notice stated that the Company had 45 calendar days, or until December 8, 2023, to submit a plan to regain compliance with the Minimum Total Holders Rule.

On December 7, 2023, the Company applied to transfer its securities from the Nasdaq Global Market to the Nasdaq Capital Market. On December 18, 2023, the Company received a letter from the Nasdaq Staff approving its application to list is securities on the Nasdaq Capital Market. The Company’s securities were transferred to the Nasdaq Capital Market at the opening of business on December 21, 2023. The First Nasdaq Notice and Second Nasdaq Notice are deemed to be resolved as a result of this transfer to the Nasdaq Capital Market.

On November 4, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq stating that, pursuant to Nasdaq Listing Rule

IM-5101-2

(“Rule

IM-5101-2”),

the staff of Nasdaq (“Staff”) had determined that (i) the Company’s securities will be delisted from Nasdaq, (ii) trading of the Company’s Class A common stock, warrants, and units will be suspended at the opening of business on November 11, 2024 and (iii) a Form

25-NSE

will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on Nasdaq. Under Rule

IM-5101-2,

a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Since the Company failed to complete its initial business combination by November 2, 2024, the Staff concluded that the Company did not comply with Rule

IM-5101-2

and that the Company’s securities are now subject to delisting.

Trading of the Company’s securities on the OTC market commenced on November 11, 2024. The delisting from Nasdaq and the commencement of trading on the OTC market does not affect the Company’s previously announced Business Combination with Flybondi, as both parties continue to work to effectuate the completion of that Business Combination. The combined company, which will be Flybondi Holdings plc, has applied for listing of its securities on the Nasdaq Stock Market in connection with the completion of the Business Combination.

The Company will remain a reporting entity under the Securities Exchange Act of 1934, as amended, with respect to continued disclosure of financial and operational information.

Liquidity, Capital Resources and Going Concern

As of September 30, 2024, we had $927,414 in our operating bank account (including $900,000 in a segregated account for the payment of Excise Taxes), and a working capital deficit of $3,929,352 (including $900,000 in cash received from the Cartesian Escrow Parties for the payment of Excise Taxes).

Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through (i) a loan under the IPO Promissory Note, an unsecured promissory note with the Sponsor totaling $252,950 and (ii) the issuance of 2,875,000 Class B Common Stock at approximately $0.009 per share for gross proceeds of $25,000. The IPO Promissory Note has been repaid and no other borrowings are permitted. Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the issuance of the Private Placement Warrants, which generated gross proceeds of $4,950,000.

On May 8, 2023, the Company issued the First Extension Promissory Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $630,000 to be deposited into the Trust Account (see Note 3). As of September 30, 2024, $355,000 had been borrowed under the First Extension Promissory Note.

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INTEGRAL ACQUISITION CORPORATION 1

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

On November 8, 2023, the Company issued the Second Extension Promissory Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $359,503 to be deposited into the Trust Account (see Note 3). As of September 30, 2024, $329,540 had been borrowed under the Second Extension Promissory Note.

On July 10, 2023, the Company issued the June 2023 Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $1,500,000 (see Note 3). As of September 30, 2024, $1,500,000 had been borrowed under the June 2023 Note.

On September 12, 2024, the Company issued the September 2024 Note in the aggregate principal amount of up to $3,000,000 to the Sponsor. The September 2024 Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital and transaction expenses. The September 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. As of September 30, 2024, $77,377 had been borrowed under the September 2024 Note.

Included on the accompanying unaudited condensed balance sheet at September 30, 2024 is $900,000 of cash released to the Company on April 30, 2024 by the Cartesian Escrow Parties for the payment of the Company’s Excise Tax liability. Such amount was released to the Company solely for the purpose of the Company paying the Excise Tax liability and (i) under conditions as stipulated in the Flybondi Business Combination Agreement and (ii) is being held by the Company in a segregated bank account.

In connection with the Company’s assessment of going concern considerations in accordance with

ASU 2014-15,

Management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, and insufficient cash raises substantial doubt about the Company’s ability to continue as a going concern. At the Third Special Meeting, the stockholders extended the Combination Period from November 5, 2024 to November 5, 2025; however, it is uncertain that the Company will be able to consummate a Business Combination within the Combination Period. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S.GAAP for interim financial information and in accordance with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S.GAAP have been condensed or omitted in the accompanying unaudited condensed financial statements, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the accompanying unaudited condensed financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the 2023 Annual Report. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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INTEGRAL ACQUISITION CORPORATION 1

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the accompanying unaudited condensed financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent

assets and liabilities at the date of the accompanying unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates.

Cash held in Trust Account

As of September 30, 2024 and December 31, 2023, funds in the Trust Account were invested in an interest-bearing demand deposit account. The demand deposit account generally has a readily determinable fair value and is classified as a Level 1 valuation.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to its short-term nature.

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

•

Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

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INTEGRAL ACQUISITION CORPORATION 1

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

•

Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

•

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. Derivative instruments are initially recorded at fair value on the grant date and

re-valued

at each reporting date, with changes in the fair value reported in the accompanying unaudited condensed statements of operations. Derivative assets and liabilities are classified in the accompanying condensed balance sheets as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Forward Purchase Agreement

The Company accounted for the 3,000,000 Forward Purchase Shares issued pursuant to the FPAs in accordance with the guidance contained in ASC

815-40

(see Note 4). Such guidance provides that because the FPAs do not meet the criteria for equity treatment thereunder, each FPA must be recorded as a liability. Accordingly, the Company classifies each FPA at its fair value. This FPA is subject tore-measurement at each balance sheet date. With each such

re-measurement,

the FPA would be adjusted to fair value, with the change in fair value recognized in the accompanying unaudited condensed statement of operations.

On December 8, 2023 and December 12, 2023, the Company and each of Carnegie Park and Crescent Park entered into the FPA Termination Agreements to mutually terminate and cancel the FPAs. With the termination of the FPAs, the FPA fair value was adjusted to $0. At the IPO, the Company recognized an offering cost of $1,011,752 within the statement of stockholders’ equity. Upon the termination of the FPAs, the Company recognized an aggregate gain of $2,708,717 with $1,011,752 recognized as a reversal of the offering costs and the remaining $1,696,965 recognized as an unrealized gain on the change in fair value of the FPAs on the accompanying unaudited condensed statements of operations.

Income Taxes

The Company accounts for income taxes under ASC 740. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC

740-270-25-3

which states, “if an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effect tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2024.

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INTEGRAL ACQUISITION CORPORATION 1

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

As of September 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2024 due to New York State and City taxes, Business Combination related expenses and the valuation allowance on the deferred tax assets. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023, due to changes in fair value of the FPAs and the valuation allowance on the deferred tax assets. The Company’s effective tax rate was (19.8)% and 4.0% for the three months ended September 30, 2024 and 2023, respectively, (16.6)% and 42.5% for the nine months ended September 30, 2024 and 2023, respectively.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than

percent likely to be realized upon ultimate settlement with the related tax authority. The Company is in the process of amending the 2023 corporate income tax return. The Company’s operations included those activities necessary to consummate a Business Combination. As such, the Company deducted startup and operating costs for tax return purposes. As a result, the Company recognized a reserve for uncertain tax positions on the balance sheet. At September 30, 2024 and December 31, 2023, the Company reported $371,214 and $0 on the balance sheet for this uncertainty.

The Company is subject to income taxation by major taxing authorities since its inception. The Company files US federal and New York City and State tax returns and is subject to examination by various taxing authorities. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months.

Common Stock Subject to Possible Redemption

All of the Class A Common Stock sold as part of the Units in the IPO contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

480-10-S99,

redemption provisions not solely within the control of the Company require Common Stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of redeemable Class A Common Stock have been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit.

The Class A Common Stock subject to possible redemption reflected on the accompanying condensed balance sheets as of September 30, 2024 and December 31, 2023 is reconciled in the following table:


Class A Common Stock subject to possible redemption	Shares			Amount
January 1, 2023		11,500,000		$	117,737,665
Less:
Redemptions		(10,301,658	)		(107,607,366	)
Plus:
Remeasurement of carrying value to redemption value		—			2,793,358

December 31, 2023		1,198,342		$	12,923,657

January 1, 2024		1,198,342		$	12,923,657
Plus:
Remeasurement of carrying value to redemption value		—			534,622

September 30, 2024		1,198,342		$	13,458,279

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INTEGRAL ACQUISITION CORPORATION 1

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Net (Loss) Income Per Common Stock

The Company complies with the accounting and disclosure requirements of ASC 260. Net (loss) income per Common Stock is computed by dividing net (loss) income by the weighted average number of shares of Common Stock outstanding during the period. At September 30, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Common Stock and then share in the earnings of the Company. As a result, diluted (loss) income per Common Stock is the same as basic (loss) income per Common Stock for the periods presented.

The accompanying unaudited condensed statements of operations apply the

two-class

method in calculating net (loss) income per share. Basic and diluted net (loss) income per Common Stock for redeemable Class A Common Stock and

non-redeemable

Class A and Class B Common Stock is calculated by dividing net (loss) income attributable to the Company by the weighted average number of shares of redeemable Class A Common Stock and

non-redeemable

Class A and Class B Common Stock outstanding, allocated proportionally to each class of Common Stock.


	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2024						2023				2024						2023
	Redeemable			Non- Redeemable Class A			Redeemable		Non- Redeemable Class A		Redeemable			Non- Redeemable Class A			Redeemable		Non- Redeemable Class A
	Class A			And Class B			Class A		And Class B		Class A			And Class B			Class A		And Class B
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(78,871	)	$	(189,222	)	$	353,104	$	335,048	$	(271,405	)	$	(651,140	)	$	421,711	$	171,650

Denominator:
Basic and diluted weighted average shares outstanding		1,198,342			2,875,000			3,029,941		2,875,000		1,198,342			2,875,000

SEC Form 10-Q filed by Integral Acquisition Corporation 1