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.

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