v.Table prior to the Closing, by written notice to Flybondi from us if there is an uncured breach of any representation, warranty, covenant or agreement on the part of Flybondi, the Sellers, FB Parent or Merger Sub that would cause the related closing condition to not be satisfied, or the Closing has not occurred on or before November 1, 2024 (the “Agreement End Date”), subject to exceptions and conditions as described in the Flybondi Business Combination Agreement;Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2023~~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 ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
667 Madison AvenueNew York, New York		10065
1330 Avenue of the Americas, 23rd FloorNew York, New York		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 209-6132

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

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant	INTEU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	INTE	The Nasdaq Stock Market LLC
Warrants, each exercisable for one shares ofClass A Common Stock for $11.50 per share	INTEW	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	INTW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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.

12b-2

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

~~12b-2~~The aggregate market value of the outstanding shares of the registrant’s Class A Common Stock, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Common Stock on June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on the Nasdaq Stock Market LLC was $13,706,795.

As of February

~~value~~ 18

, 2025, 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.

TABLE OF CONTENTS

		PAGE
PART I			1
Item 1.	Business		1
Item 1A.	Risk Factors		19
Item 1B.	Unresolved Staff Comments		2322
Item 1C.	Cybersecurity		2322
Item 2.	Properties		23
Item 3.	Legal Proceedings		23
Item 4.	Mine Safety Disclosures		23
PART II			24
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		24
Item 6.	[Reserved]		2526
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2526
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		3132
Item 8.	Financial Statements and Supplementary Data		3132
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		3132
Item 9A.	Controls and Procedures		3132
Item 9B.	Other Information		33
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		3334
PART III			3435
Item 10.	Directors, Executive Officers and Corporate Governance		3435
Item 11.	Executive Compensation		3840
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		3940
Item 13.	Certain Relationships and Related Transactions, and Director Independence		4042
Item 14.	Principal Accountant Fees and Services		4345
PART IV			4546
Item 15.	Exhibit and Financial Statement Schedules		4546
Item 16.	Form 10-K Summary		4546

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report (as defined below), including, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below) and any other statements that are not statements of current or historical facts. These statements are based on Management’s (as defined below) current expectations, but actual results may differ materially due to various factors, including, but not limited to:

•

our ability to complete our initial Business Combination, including the Flybondi Business Combination (as defined below);

•

our expectations around the performance of the prospective target business or businesses, such as Flybondi (as defined below);

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination, as a result of which they would then receive expense reimbursements;

•

the potential incentive to consummate an initial Business Combination with an acquisition target that subsequently declines in value or is unprofitable for public investors due to the low initial price for the Founder Shares (as defined below) paid by our Initial Stockholders (as defined below);

• our potential ability to obtain additional financing to complete our initial Business Combination, if needed;

•

the ability of our officers and directors to generate additional potential acquisition opportunities, if needed;

•

our pool of prospective target businesses;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

•

the Trust Account not being subject to claims of third parties;

•

the value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Public Shares (as defined below) at such time is substantially less than $10.15 per Public Share;

•

the impact on the amount held in the Trust Account, our capitalization, principal stockholders and other impacts on our Company (as defined below) or Management Team should we seek to further extend the Combination Period (as defined below) consistent with applicable laws, regulations and stock exchange rules;

•

our financial performance; or

•

the other risks and uncertainties discussed in “Item 1A. Risk Factors” below.

Additionally, onin ~~January 24,~~ 2024, the SEC (as defined below) adopted ~~the~~additional ~~2024~~rules ~~SPAC~~and ~~Rules~~regulations relating to SPACs (as defined below),. ~~which~~The ~~will become effective on July 1,~~ 2024, ~~that will affect~~ SPAC Rules (as defined below) ~~Business Combination transactions. The 2024 SPAC Rules~~ require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC Business Combination transactions; (iiiii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in ~~both~~connection ~~SPAC~~with ~~initial~~proposed ~~public offerings and~~ Business Combination transactions; (~~iii~~iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (ivv) the requirement that both the SPAC and its target company be co-registrants ~~for~~in ~~Business~~connection ~~Combination~~with registration statements relating to proposed Business Combination transactions. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

could become subject to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its management team. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Unless otherwise stated in this Report, 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;

• “~~2024~~2023 ~~SPAC~~Annual ~~Rules~~Report” are to ~~the~~our ~~new~~Annual ~~rules~~Report ~~and~~on ~~regulations~~Form 10-K for ~~SPACs adopted by~~ the ~~SEC~~fiscal onyear ~~January~~ended 24December 31, ~~2024~~2023, ~~which~~as ~~will~~filed ~~become~~with ~~effective~~the SEC on ~~July~~April 112, 2024;

•

“2023 Promissory Note” are to a that certain unsecured promissory note in the principal amount of up to $1,500,000 issued to our Sponsor on July 10, 2023;

•

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

•

“2024 Promissory Note” are to a that certain unsecured promissory note in the principal amount of up to $3,000,000 issued to our Sponsor on September 12, 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, 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 280” are to FASB ASC Topic 280, “Segment Reporting”;

•

“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”;

iii

•

“ASU” are to the FASB Accounting Standards Update;

• “ASU 2014-15” are to ~~the~~ 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 2023-07” are to FASB ASU Topic 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”;

•

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

•

“Audit Committee” are to the audit committee of our Board of Directors (as defined below);

•

“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” are to Cartesian Capital Group, LLC;

•

“Cartesian Escrow Parties” are to Cartesian and Flybondi, together;

•

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

•

“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);

~~iii~~• “Combination Period” are to the 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 and regulations;

• “Combination Period” are to the 36-month period, from the closing of the Initial Public Offering to November 5, 2024 (or such earlier date as determined by the Board) as extended by the Second 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 Company,” “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 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;

•

“DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;

•

“Escrow Amount” are to an aggregate amount of $900,000 to be put into escrow by the Cartesian Parties on or before December 15, 2023;

•

“Escrow Agreement” are to the escrow agreement, dated December 13, 2023, we entered into with the Cartesian Parties;

•

“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 ~~Inflation~~IR ~~Reduction~~ Act of(as ~~2022~~defined below);

•

“Extensions” are to the First Extension, Second Extension and Third Extension, collectively;

•

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

•

“FASB” are to the Financial Accounting Standards Board;

•

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

•

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

•

“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, by and among us, Flybondi, FB Parent Holdings, Merger Sub (as defined below) and the Sellers (as defined below), as it may be amended, supplemented, or otherwise modified from time to time, and as assigned under the Novation Agreement (as defined below);

• “Flybondi Registration Statement” are to the Registration Statement on Form F-4, which ~~will~~includes ~~include~~ a proxy statement/prospectus prepared by us, Flybondi and FB Parent, toinitially be filed by FP Parent with the SEC on January 23, 2025, in connection with the Flybondi Business Combination;

•

“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 athe 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) received by us on June 28, 2023;

•

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

•

“FINRA” are to the Financial Industry Regulatory Authority;

•v ~~“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;

• “Founder Shares” are to the shares of Class B Common Stock initially purchased by our Sponsor in the Private Placement (as defined below) 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 (for the avoidance of doubt, such Class A Common Stock will not be “Public Shares” (as defined below)) 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;

• “~~Founder~~Forward ~~Share~~Purchase ~~Amendment Proposal~~Shares” are to ~~a proposal at~~ the ~~Second Special Meeting to approve an amendment to the Amended and Restated Charter to grant a holder of~~ shares of Class BA Common Stock ~~the~~that ~~right~~were to ~~convert~~be ~~such~~issued ~~shares~~pursuant ~~into shares of Class A Common Stock on a one-for-one basis prior~~ to the ~~closing~~FPAs of(as adefined ~~Business Combination~~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, respectively, as Founder Shares;

•

“Founder Shares” are to the shares of Class B Common Stock initially purchased by our Sponsor in the Private Placement (as defined below) 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 (for the avoidance of doubt, such Class A Common Stock will not be “Public Shares”) 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 held by the Sponsor and a certain Anchor Investor as Founder Shares;

•

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 Agreement (as defined below);

•

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

•

“IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

•

“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;

•

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

•

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

•

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

•

“Marcum” are to Marcum LLP, our independent registered public accounting firm;

•

“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~~The Nasdaq Stock Market LLC;

• “Nasdaq ~~Compliance~~36 ~~Period~~Month Requirement” are to the ~~180~~Nasdaq ~~calendar~~Listing ~~days~~Rule weIM-5101-2, ~~had~~which torequires ~~regain~~that ~~compliance~~a ~~with~~SPAC ~~the~~must ~~Market~~complete ~~Value~~one ~~Standard~~or ~~pursuant~~more toBusiness Combinations within 36 months following the ~~First~~effectiveness ~~Nasdaq~~of ~~Notice~~its initial public offering registration statement;

•

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

•

“Novation Agreement” are to the Assignment, Novation and Amendment Agreement, dated as July 2, 2024, we entered into with FB Parent, FB Parent Holdings, Merger Sub, Flybondi and the Sellers;

•

“PCAOB” are to the Public Company Accounting Oversight Board (United States);

•

“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;

v• “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 Shares” are to the shares of Class A Common Stock sold as part of the Units (as defined below) 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 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 Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024;

•

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

•

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

•

“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 of Directors), 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 its initial Business Combination from November 3, 2023 to November 5, 2024 (or such earlier date as determined by the Board);

vii

•

“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;

•

“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;

•

“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, on a monthly basis (or such earlier date as determined by the Board), as approved by our stockholders at the Third Special Meeting (as defined below);

•

“Third Extension Amendment Proposal” are to the 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 its initial Business Combination from November 5, 2024 to November 5, 2025, on a monthly basis (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 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;

•

“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;

•

“Trust Agreement” are to the Investment Management Trust Agreement, dated November 2, 2021, which we entered into with Continental, as trustee of the Trust Account;

•

“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;

• “~~Warrants~~Warrant Agreement” are to the ~~Private~~Warrant ~~Placement~~Agreement, ~~Warrants~~dated ~~and~~as ~~the~~of ~~Public~~November ~~Warrants~~2, ~~together~~2021, which we entered into with Continental;

• “~~WCL Promissory Note~~Warrants” are to ~~that~~the ~~certain~~Private ~~unsecured~~Placement ~~promissory~~Warrants ~~note~~and in the ~~principal~~Public ~~amount of up to $1~~Warrants,~~500,000~~ ~~issued on July 10, 2023 to the Sponsor in connection with the Working Capital Loans (as defined below)~~together; and

viviii

•

“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~~ix

PART I

Item 1.

Business.

Overview

We are a blank check company incorporated in February 2021 as a Delaware corporation whose purpose is to effect our initial Business Combination.

While we may pursue an acquisition opportunity in any industry, sector, or geography, we have targeted and will continue to target a Business Combination with a technology-oriented company in Australia and/or New Zealand. We are one of only a few SPACs primarily focused on acquisition targets in Australia and/or New Zealand. We believe that Australia and New Zealand have economic and social environments suitable for companies to innovate and develop new technologies and/or business models with potential for international expansion. We have focused and will continue to focus on the rapidly growing universe of companies and entrepreneurs in Australia and/or New Zealand that apply technology and innovation to our everyday lives. Our Management Team possesses a synergistic combination of executive, strategic, operational, financial, and transactional experience in this region, and has demonstrated a track record of identifying and creating stockholder value at a wide array of technology, financial services, manufacturing, consulting, and fast-moving consumer goods companies. We believe that the experience and expertise of our Management Team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful Business Combination, and bring value to the business following our initial Business Combination.

Our objective is to generate attractive returns for stockholders and enhance value through both operational improvements and new initiatives to expand the target business organically and/or by strategic acquisitions. Given our Management Team’s extensive work and business relationships throughout Australia and New Zealand, we have visibility into the growth prospects and developmental promise of numerous potentially attractive companies in the region. Our Management Team has decades of experience, under varying economic and financial market conditions, identifying and understanding the key fundamental theses of the businesses operating in our targeted geography and sector and how management teams can better execute on their stated strategies to deliver value. Our Management Team’s past experiences provide a differentiated set of skills that other companies and SPACs may not possess. We believe that our Management Team’s expertise, capabilities, and network in the region provide us with a significant advantage in identifying attractive investments and consummating an initial Business Combination that will be well-received in the public markets.

The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

Initial Public Offering

On November 5, 2021, we consummated our Initial Public Offering of 11,500,000 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 of $115,000,000.

Simultaneously with the closing of the Initial Public Offering, we completed the private sale of an aggregate of 4,950,000 Private Placement Warrants to our Sponsor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $4,950,000.

A total of $116,725,000, comprised of $113,000,000 of the proceeds from the Initial Public Offering and a portion of the proceeds of the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.

It is the job of our Sponsor and Management Team to complete our initial Business Combination. Our Management Team is led by Enrique Klix, our Chief Executive Officer, and Oliver Matlock, our Chief Financial Officer, who have many years of experience in identifying and understanding the key fundamental theses of the businesses operating in our targeted geography and sector. We must complete our initial Business Combination by November 5, ~~2024, 36 months from the closing of our Initial Public Offering~~2025. If our initial Business Combination is not consummated by the end of our Combination Period, then, unless our Board of Directors shall otherwise determine, our existence will terminate, and we will distribute all amounts in the Trust Account.

The Flybondi Business Combination Agreement

On October 19, 2023, we entered into the Flybondi Business Combination Agreement, with Flybondi, FB Parent Holdings, 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~~On ~~below~~July 2, ~~subsection~~2024, ~~describes~~we ~~the~~entered ~~material~~into ~~provisions of~~ the ~~Flybondi~~Novation ~~Business Combination~~ Agreement, ~~but~~with ~~does~~FB ~~not~~Parent, ~~purport~~Merger toSub, ~~describe~~Flybondi, ~~all~~FB ~~the~~Parent ~~terms~~Holdings ~~thereof.~~and ~~This summary of~~ the ~~Flybondi~~Sellers, ~~Business~~pursuant ~~Combination~~to ~~Agreement~~which, isFB ~~qualified~~Parent inHoldings ~~its~~assigned ~~entirety by reference~~ to ~~the~~FB ~~complete~~Parent ~~text~~all of ~~the~~its ~~Flybondi~~liabilities, ~~Business~~agreements, ~~Combination Agreement~~obligations, arights ~~copy of which is filed hereto as Exhibit 2.1~~ and ~~incorporated~~duties byin, ~~reference herein. Unless otherwise defined herein~~under, ~~the~~and ~~capitalized~~arising ~~terms~~from ~~used below have~~ the ~~same meanings given to them in the~~ Flybondi Business Combination Agreement. ~~Unless otherwise indicated, this Report does not assume the closing of the Flybondi Business Combination.~~

On October 1, 2024, the parties to the Flybondi Business Combination Agreement entered into the second amendment to the Business Combination Agreement to extend the Agreement End Date (as defined below) from November 1, 2024 to March 31, 2025.

The below subsection describes the material provisions of the Flybondi Business Combination Agreement but does not purport to describe all the terms thereof. This summary of the Flybondi Business Combination Agreement is qualified in its entirety by reference to the complete text of the Flybondi Business Combination Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated by reference herein. Unless otherwise defined herein, the capitalized terms used below have the same meanings given to them in the Flybondi Business Combination Agreement. Unless otherwise indicated, this Report does not assume the closing of the Flybondi Business Combination.

Structure of the Proposed Business Combination

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

In connection with the closing of the Flybondi Business Combination (the “Closing”), (i) FB Parent and certain holders of FB Parent securities upon the Closing, including the Sponsor, certain of our directors and executive officers and certain Sellers will enter into a lock-up agreement (the “Lock-Up Agreement”) with respect to certain equity or equity-linked securities of FB Parent as set forth in the Lock-Up Agreement (the “Lock-Up Securities”), and (ii) FB Parent and certain holders of FB Parent securities upon the Closing, including the Sponsor and certain Sellers, will enter into a registration rights agreement (the “Flybondi Registration Rights Agreement”) with respect to certain equity or equity-linked securities of FB Parent as set forth in the Flybondi Registration Rights Agreement (the “Covered Securities”), in each case as further described below.

Consideration

At the effective time of the Share Exchange, the total consideration to be paid by FB Parent to the Sellers for their Flybondi Shares shall be an aggregate number of FB Parent ordinary shares valued at $10.00 per share, with an aggregate value of up to $300,000,000, with such amount equaling $300,000,000 if all holders of Flybondi Shares that are not Signing Sellers participate in the transactions by executing Seller Joinders by the Flybondi Business Combination Agreement. Each Flybondi Share outstanding immediately prior to the effective time of the Share Exchange and held by a Seller will be exchanged for the number of FB Parent ordinary shares equal to the exchange ratio as provided in the Flybondi Business Combination Agreement. All of the in-the-money vested Flybondi options outstanding immediately prior to the Share Exchange will be exercised and converted into the right to receive the number of FB Parent options equal to the exchange ratio as provided in the Flybondi Business Combination Agreement. All unvested and/or out-of-the-money Flybondi options will be converted into options to purchase ordinary shares of FB Parent.

At the effective time of the Merger, each issued and outstanding share of our Common Stock will be automatically converted into and exchanged for one FB Parent ordinary share, and each of our issued and outstanding Warrants will be automatically converted into and become one FB Parent warrant to purchase FB Parent ordinary shares.

Flybondi Registration Statement and Flybondi Stockholder Meeting

We, FB Parent and Flybondi ~~will~~has ~~prepare~~prepared and FB Parent ~~will~~has ~~file~~filed with the SEC, on January 23, 2025, the Flybondi Registration Statement in connection with the registration under the Securities Act of certain securities to be issued by FB Parent pursuant to the proposed Flybondi Business Combination, which ~~will~~includes ~~include~~ a proxy statement/prospectus that ~~will~~constitutes ~~constitute~~ (i) a prospectus relating to the offer of such FB Parent securities and (ii) a proxy statement to be distributed to our stockholders in connection with the solicitation of proxies for the vote at a special meeting of our stockholders (the “Flybondi Special Meeting”) to be held to approve the proposed Flybondi Business Combination and other matters as described in the Flybondi Registration Statement, and in connection with the approval thereof, to provide our Public Stockholders with the opportunity to redeem their Public Shares in accordance with the redemption rights set forth in our Amended and Restated Charter.

Representations, Warranties and Covenants

The Flybondi Business Combination Agreement contains customary representations and warranties of our Company, Flybondi, FB Parent, Merger Sub and the Signing Sellers relating to, among other things, their ability to enter into the Flybondi Business Combination Agreement and their outstanding capitalization. The Flybondi Business Combination Agreement also contains certain customary covenants by each of our Company and Flybondi during the period between the execution of the Flybondi Business Combination Agreement and the earlier of the Closing or the termination of the Flybondi Business Combination Agreement in accordance with its terms, including, among other things, (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business consistent with past practice; (3) timely filing of our public filings; (4) no insider trading; (5) notifications of certain breaches, consent requirements or other matters; (6) efforts to consummate the Closing, obtain third party and regulatory approvals and satisfy other conditions to Closing; (7) tax matters; (8) further assurances, (9) “no shop” obligations and (10) confidentiality.

Representations, Warranties and Covenants

Flybondi agreed to use reasonable best efforts to deliver as promptly as reasonably practicable the financial statements of Flybondi, its subsidiaries and FB Parent that are (i) required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Flybondi Registration Statement and (ii) set forth in the Flybondi Business Combination Agreement.

Pursuant to the Seller Joinders, the Joining Sellers agreed to make certain representations and warranties relating to, among other things, their ability to enter into the transactions contemplated by the Flybondi Business Combination Agreement and their ownership of the Flybondi Shares, as well as covenants to support and vote in favor of the Flybondi Business Combination.

The parties also agreed to take all reasonably necessary action so that, effective at the Closing, the board of directors of FB Parent (the “Post-Closing Board”) will consist of seven individuals, a number of whom shall be independent directors in accordance with the requirements of Nasdaq. Six of the members of the Post-Closing Board will be designated by a majority in interest of the Sellers and one will be designated by the Sponsor. The Flybondi Business Combination Agreement further provides that, unless otherwise agreed by Flybondi, the officers of Flybondi as of immediately prior to the Closing will serve as the initial officers of FB Parent upon the Closing.

Flybondi agreed that, in connection with our Excise Tax liability as of December 31, 2023 in the amount of $900,000, Flybondi and/or Cartesian ~~Capital~~shall ~~Group~~fund an aggregate amount of $900,000 ~~LLC~~into ~~(“Cartesian”~~escrow on or before December 15, 2023, pursuant to the terms of an the Escrow Agreement. The Escrow Agreement provides that the Escrow Amount would be released to us on solely for the purpose of paying our Excise Tax liability and that if, ~~together~~after funding of the Escrow Amount but before the Agreement End Date, (i) we provide a termination notice to Flybondi under the Flybondi Business Combination Agreement other than with respect to a termination pursuant to Flybondi,’s uncured material breach of the ~~“Cartesian~~Flybondi ~~Escrow~~Business ~~Parties”~~Combination Agreement, (ii) we ~~shall~~initiate ~~fund~~our anliquidation ~~aggregate~~or ~~amount~~publicly announce our intention to liquidate, or (iii) we cease to undertake commercially reasonable efforts to reach the Closing in breach of ~~$900~~the Flybondi Business Combination Agreement,~~000~~ then (x) if prior to the “release of the Escrow Amount”) ~~into~~to us, the escrow onagent orshall ~~before~~release ~~December 15~~the Escrow Amount to the Cartesian Escrow Parties, ~~2023~~and (y) if after the release of the Escrow Amount to us, ~~pursuant~~we shall pay to the ~~terms~~Cartesian ofEscrow Parties an ~~escrow~~amount ~~agreement~~in (cash equal to the “Escrow ~~Agreement”)~~Amount.

~~The~~On ~~Escrow~~April 30, ~~Agreement~~2024, ~~provides that~~ the Escrow Amount ~~shall~~was be released to us ~~on April 26, 2024~~ solely for the purpose of paying our Excise Tax liability ~~and that if~~, ~~after~~which ~~funding~~was ofpaid ~~the~~on Escrow Amount but before the Agreement End Date (as defined below), (i) we provide a termination notice to Flybondi under the Flybondi Business Combination Agreement other than with respect to a termination pursuant to Flybondi’s uncured material breach of the Flybondi Business Combination Agreement, (ii)October ~~we initiate our liquidation or publicly announce our intention to liquidate~~23, ~~or (iii) we cease to undertake commercially reasonable efforts to reach the Closing in breach of the Flybondi Business Combination Agreement~~2024, ~~then~~using ~~(x) if prior to~~ the ~~release of the~~ Escrow Amount ~~to us, the escrow agent shall release the Escrow Amount to the Cartesian Escrow Parties,~~ and ~~(y) if~~additional ~~after~~funds ~~the~~from ~~release~~our ~~of the Escrow Amount to us, we shall pay to the Cartesian Escrow Parties an amount in cash equal to the Escrow Amount~~Company.

Survival

The representations and warranties of the parties contained in the Flybondi Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach. The covenants and agreements of the parties contained in the Flybondi Business Combination Agreement do not survive the Closing, except for those covenants and agreements that by their terms are to be performed after the Closing and certain confidentiality obligations.

Conditions to Closing

Mutual Conditions

The obligations of each party to consummate the proposed Flybondi Business Combination are subject to the satisfaction or waiver of the following conditions:

the approval of our stockholders, by the applicable vote of the holders of the outstanding shares of our Common Stock, of the proposals contained in the Flybondi Business Combination Agreement in accordance with the Amended and Restated Charter (collectively, the “Company’s Stockholders’ Approval”) will have been obtained;

ii. all waiting periods (and any extensions thereof) applicable to the proposed Flybondi Business Combination under any Antitrust Law, and any commitments or agreements (including timing agreements) with any Governmental Authority not to consummate the proposed Flybondi Business Combination before a certain date, will have expired or been terminated, and all other Regulatory Approvals will have been obtained;

iii.

the Flybondi Registration Statement will have become effective under the Securities Act and no stop order suspending the effectiveness of the Flybondi Registration Statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn;

iv.

no Governmental Authority will have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the proposed Flybondi Business Combination illegal or which otherwise prevents or prohibits consummation of the proposed Flybondi Business Combination; and

FB Parent’s initial listing application with Nasdaq in connection with the proposed Business Combination will have been approved and the FB Parent ordinary shares (including, for the avoidance of doubt, the FB Parent ordinary shares to be issued pursuant to the proposed Business Combination ) will have been approved for listing on Nasdaq.

Our Conditions

Our obligations to consummate the proposed Flybondi Business Combination are subject to the satisfaction or waiver of the following additional conditions:

Each of the representations and warranties of Flybondi, FP Parent and Merger Sub being true and correct on and as of the Closing Date as if made on the Closing Date (subject to certain exceptions and an overall “Material Adverse Effect” standard);

ii.

each of the covenants of Flybondi and the Sellers to be performed as of or prior to the Closing will have been performed in all material respects;

iii.

there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and be continuing;

iv.

FB Parent having received from the Sellers copies of executed stock transfer forms in respect of Flybondi Shares representing at least 88.5% (as rounded to one decimal place) of the issued and outstanding Flybondi Shares, in a form reasonably acceptable to us;

Flybondi having delivered a copy of Flybondi’s effective Air Operator Certificate; and

vi.

Flybondi having delivered certain certificates and documents as required pursuant to the Flybondi Business Combination Agreement.

Flybondi and Seller Conditions

The obligations of Flybondi and the Sellers to consummate the proposed Flybondi Business Combination are subject to the satisfaction or waiver of the following additional conditions:

each of our representations and warranties contained in the Flybondi Business Combination Agreement being true and correct on and as of the Closing Date as if made on the Closing Date (subject to certain exceptions and an overall “ Material Adverse Effect” standard);

ii.

each of our covenants to be performed as of or prior to the Closing will have been performed in all material respects, unless failure to so perform would not reasonably be expected to have a Company Material Adverse Effect;

iii.

there has not been any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse Effect, and be continuing; and

iv.

our delivery of certain certificates and documents as required pursuant to the Flybondi Business Combination Agreement.

Closing

In accordance with the terms and conditions of the Flybondi Business Combination Agreement, on the Closing Date, the Share Exchange will be consummated and, on the Business Day immediately following the completion of the Share Exchange, the parties will cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware.

Termination

The Flybondi Business Combination Agreement may be terminated and the proposed Flybondi Business Combination may be abandoned at any time prior to the Closing, as applicable, notwithstanding any requisite approval and adoption of the Flybondi Business Combination Agreement and the proposed Flybondi Business Combination by our stockholders or the shareholders of Flybondi, as follows:

by mutual written consent of Flybondi and our Company;

ii.

by written notice from Flybondi or us to the other if any Governmental Authority will have enacted, issued, promulgated, enforced or entered any Governmental Order or other Law that has become final and non-appealable and has the effect of making consummation of the proposed Flybondi Business Combination illegal or otherwise preventing or prohibiting consummation of the proposed Flybondi Business Combination;

iii. by written notice from Flybondi or us to such other party if ~~the~~our ~~Company’s~~ Stockholders’ Approval will not have been obtained by reason of the failure to obtain the required vote at the Flybondi Special Meeting duly convened therefor or at any adjournment or postponement thereof, subject to exceptions and conditions as described in the Flybondi Business Combination Agreement;

~~iv.~~4 ~~by written notice from Flybondi, if the Second Extension is not effected and we must liquidate in accordance with our Governing Documents;~~

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

iv.

by written notice from Flybondi, if an extension of the date by which we must complete our initial Business Combination (an “Integral Extension”) is not effected and we must liquidate in accordance with our Governing Documents;

prior to the Closing, by written notice to Flybondi from us if there is an uncured breach of any representation, warranty, covenant or agreement on the part of Flybondi, the Sellers, FB Parent or Merger Sub that would cause the related closing condition to not be satisfied, or the Closing has not occurred on or before March 31, 2025 (the “Agreement End Date”), subject to exceptions and conditions as described in the Flybondi Business Combination Agreement;

vi.

prior to the Closing, by written notice to us from Flybondi if there is an uncured breach of any representation, warranty, covenant or agreement on our part that would cause the related closing condition to not be satisfied, or the Closing has not occurred on or before the Agreement End Date, subject to exceptions and conditions as described in the Flybondi Business Combination Agreement;

vii.

on September 15, 2024, automatically (and without notice by Flybondi or us), if by such date, Flybondi has not delivered the applicable audited financial statements pursuant to Flybondi Business Combination Agreement;

viii.

by written notice to us from Flybondi, following our Board of Directors’ withdrawal, amendment, qualification or modification of its recommendation to our stockholders that they vote in favor of our Transaction Proposals; and

ix.

by written notice to Flybondi from us, if the Cartesian Escrow Parties do not fund the Escrow Account on or prior to December 15, 2023.

If the Flybondi Business Combination Agreement is terminated by us pursuant to clauses (ii), (iii), (v), or (ix) above, or is automatically terminated pursuant to clause (vii) above and within a 12-month period of termination Flybondi enters into a letter of intent, memorandum of understanding or similar agreement, including a definitive agreement, in connection with a merger, acquisition, or similar transaction with a third party, as defined more fully in the Flybondi Business Combination Agreement (a “Competing Transaction”), or Flybondi consummates a Competing Transaction, within thirty (30) days, Flybondi shall pay us $9,000,000 (the “Break Fee”) by wire transfer of immediately available funds. The Break Fee will be in lieu of any other money damages or another remedy at law available to us or the Sponsor and shall supersede any claims by our Company or the Sponsor related to the Excise Tax Liability.

If the Flybondi Business Combination Agreement is terminated by Flybondi pursuant to clauses (ii), (iii), (iv), (vi), or (viii) above or is automatically terminated pursuant to clause (vii) above and within a 12-month period of termination, we enter into a letter of intent, memorandum of understanding or similar agreement, including a definitive agreement, in connection with a Competing Transaction, or we consummate a Competing Transaction, within thirty (30) days, we shall pay Flybondi the Break Fee by wire transfer of immediately available funds.

Except as otherwise provided above, if the Flybondi Business Combination Agreement is terminated, it will become void and of no effect, without liability on the part of any party, other than the liability of Flybondi or us, as the case may be, for pre-termination fraud or willful and material breach thereof (except that certain obligations related to public announcements, confidentiality, fees and expenses, termination, waiver of claims against the trust, and certain general provisions will continue in effect).

Trust Account Waiver

Flybondi and the Sellers agreed that they would not have, and have irrevocably waived, any claim of any kind in or to any monies in the Trust Account held for our Public Stockholders.

Ancillary Agreements

Sponsor Support Agreement

Concurrently with the execution and delivery of the Flybondi Business Combination Agreement, we, Flybondi, and the Sponsor executed an agreement (the “Flybondi Sponsor Support Agreement,” as amended by the Flybondi Sponsor Support Agreement Amendment (as defined below)), pursuant to which, among other things, the Sponsor agreed to (i) vote the shares of our Common Stock held by it in favor of the Flybondi Business Combination Agreement and each of the Transaction Proposals, (ii) not transfer any shares of our Common Stock held by it between the date of the Flybondi Business Combination Agreement and the Closing, subject to certain exceptions, (iii) not redeem any shares of the Common Stock held by it in connection with the ~~Proposed~~Flybondi Business Combination and waive its redemption rights, and (iv) at Closing, transfer, directly or constructively (including pursuant to a forfeiture and reissuance), 500,000 Founder Shares and 1,650,000 Founder Warrants (as defined in the Flybondi Sponsor Support Agreement), to or as directed by Flybondi, (v) in the event of our non-compliance of certain of its obligations to refund the Escrow Amount to the Cartesian Escrow Parties in connection with the Escrow Agreement, offer the Cartesian Escrow Parties the option to purchase 1,581,250 Founder Shares for $1.00, in each case, on the terms and subject to the conditions set forth in the Flybondi Sponsor Support Agreement, (vi) as promptly as practicable after the ~~Second~~Integral Extension (and in any case, within ten (10) Business Days of the date thereof), convert substantially all of the shares of our Class B Common Stock issued and outstanding for a number of validly issued, fully paid and nonassessable shares of our Class A Common Stock and (vii) immediately prior to the Closing, convert all bona fide cash loan amounts due from us to the Sponsor into Warrants at a value of $1.00 per warrant.

~~The~~5 foregoing description of the Flybondi Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Flybondi Sponsor Support Agreement, a copy of which is filed as Exhibit 10.14 hereto and incorporated by reference herein.

On July 2, 2024, we entered into Amendment No. 1 to the Sponsor Support Agreement with the Sponsor and Flybondi (the “Flybondi Sponsor Support Agreement Amendment”) to reflect the assignment by FB Parent Holdings to FB Parent of all of its liabilities, agreements, obligations, rights and duties in, under, and arising from the Flybondi Business Combination.

The foregoing descriptions of the Flybondi Sponsor Support Agreement and Flybondi Sponsor Support Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Flybondi Sponsor Support Agreement and Flybondi Sponsor Support Agreement Amendment, copies of which are filed as Exhibits 10.14 and 10.20, respectfully, hereto and incorporated by reference herein.

Lock-Up Agreement

In connection with the Closing, FB Parent and certain holders of FB Parent securities upon the Closing, including the Sponsor, our certain directors and executive officers, and certain Sellers will enter into the Lock-Up Agreement, pursuant to which, among other things, each of such holders will agree to not effect any sale or distribution of certain Lock-Up Securities, subject to certain customary exceptions set forth in the Lock-Up Agreement, until the earliest of:

(i). with respect to 15% of the Lock-Up Securities, on the date that is the earlier of six months following the Closing and such date on which FB Parent completes a liquidation event;

(ii). (with respect to 25% of the Lock-Up Securities, on the date that is the earlier of nine months following the Closing and such date on which FB Parent completes a liquidation event; and

(iii). with respect to 25% of the Lock-Up Securities, on the date that is the earlier of the first anniversary of the Closing and such date on which FB Parent completes a liquidation event. For the avoidance of doubt, 35% of the Lock-Up Securities shall not be subject to the lock-up period.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is included as Exhibit 10.15 hereto and incorporated by reference herein.

Registration Rights Agreement

In connection with the Closing, FB Parent and certain holders of FB Parent securities upon the Closing will enter into the Flybondi Registration Rights Agreement, pursuant to which, among other things, FB Parent will agree to provide such holders with customary demand and piggyback registration rights with respect to the Covered Securities.

The foregoing description of the Flybondi Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Flybondi Registration Rights Agreement, a copy of which is included as Exhibit 10.16 hereto and incorporated by reference herein.

Warrant Amendment Agreement

In connection with the Closing, FB Parent, our Company and Continental, as warrant agent, will enter into an assignment and assumption agreement with respect to the Warrant Agreement, pursuant to which we will assign to FB Parent all of our rights, interests and obligations in and under the Warrant Agreement governing the Warrants and the terms and conditions of the Warrant Agreement will be amended and restated to, among other things, reflect the conversion of the Warrants to warrants of FB Parent representing the right to purchase FB Parent ordinary shares in connection with the consummation of the Flybondi Business Combination.

Extensions of our Combination Period

On May 3, 2023, we held the First Special Meeting. At the First Special Meeting, our stockholders approved the First Extension Amendment Proposal, which extended the date we 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, 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 stockholders.

On November 2, 2023, we held the Second Special Meeting, at which our stockholders approved, among other things, the Charter Amendment Proposals. Following approval of the Second Extension Amendment Proposal, our Combination Period was extended from November 3, 2023 to November 5, 2024. In connection with the vote to approve the Charter Amendment Proposals, the holders of 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 stockholders

~~Extension~~On ofOctober 31, 2024, we held the Third Special Meeting. At the Third Special Meeting, our stockholders approved the Third Extension Amendment Proposal, which extended the date we had to consummate an initial Business Combination ~~Period~~from November 5, 2024 to November 5, 2025, on a monthly basis (or such earlier date as determined by the Board). In connection with the vote to approve the Third Extension Amendment Proposal, 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 stockholders.

OnWe ~~May 3,~~may ~~2023,~~seek weto ~~held~~further extend the ~~First~~Combination ~~Special~~Period ~~Meeting.~~consistent Atwith ~~the~~applicable ~~First~~laws, ~~Special~~regulations ~~Meeting,~~and ~~our~~stock ~~stockholders~~exchange ~~approved~~rules. Such an extension would require the ~~First~~approval ~~Extension~~of ~~Amendment~~our ~~Proposal~~Public Stockholders, ~~which~~who ~~extended~~will ~~the~~be ~~date~~provided wethe ~~had~~opportunity to ~~consummate~~redeem anall ~~initial~~or ~~Business~~a ~~Combination~~portion ~~from~~of ~~May 5,~~their ~~2023~~Public toShares ~~November 3,~~in ~~2023. In~~ connection with the vote toon ~~approve~~such ~~the~~approval. ~~First~~Such ~~Extension~~redemptions ~~Amendment~~will ~~Proposal,~~decrease ~~stockholders~~the ~~holding~~amount ~~8,470,059~~held ~~Public~~in ~~Shares~~our ~~properly~~Trust ~~exercised~~Account ~~their~~and ~~right~~our tocapitalization. ~~redeem~~Our ~~such~~Sponsor ~~shares~~may ~~for~~also, ain ~~pro~~its ~~rata~~discretion, ~~portion~~explore oftransactions ~~the~~under ~~funds~~which init ~~the~~would ~~Trust~~sell ~~Account.~~its Asinterest ain ~~result,~~our ~~$87,843,748~~Company ~~(approximately~~to ~~$10.37~~another ~~per~~sponsor ~~share)~~entity, ~~was~~which ~~removed~~may ~~from~~result ~~the~~in ~~Trust~~a ~~Account~~change to ~~pay~~our ~~such~~Management ~~redeeming stockholders~~Team.

We may seek to further extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension would require the approval of our Public Stockholders, who will be provided the opportunity to redeem all or a portion of their Public Shares. Such redemptions will likely have a material adverse effect on the amount held in our Trust Account, our capitalization, principal stockholders and other impacts on our Company or Management Team, such as our ability to maintain our listing on the Nasdaq Capital Market. Our Sponsor may also explore transactions under which it would sell its interest in our Company to another management team.

Founder Share Conversion

Following the approval of the Founder Share Amendment Proposal at the Second Special Meeting, on November 3, 2023, we issued an aggregate of 2,874,999 shares of our Class A Common Stock (consisting of 2,824,999 shares to our Sponsor and 50,000 shares to an Anchor Investor) upon the conversion of an equal number of shares of our Class B Common Stock, held by our 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 and the redemptions in connection with the ~~approval of the Charter Amendment Proposals~~Extensions, there were 43,~~073~~237,~~341~~669 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding. As ~~the~~a result, our Sponsor holds approximately 6987.43% of the issued and outstanding Class A Common Stock.

Business Strategy

Our strategy is to identify and complete a Business Combination with a company with a presence in Australia and/or New Zealand with scalable technology and operations, a proven business model, and an established management team that is potentially looking to expand. The accelerated adoption of digital services and investment in technology infrastructure by consumers and enterprises is driving organizations to fortify their operations in an increasingly distributed environment. We believe many of these technology-oriented businesses could benefit from additional management experience to accelerate revenue growth, improve their operations, expand margins, and optimize their capital allocation decision-making process. These opportunities include, but are not limited to, businesses operating in industry sectors like artificial intelligence, cybersecurity, data analytics, Internet of Things, quantum computing, and software-as-a-service, as well as technology-oriented companies seeking to improve and/or automate the delivery and use of services and/or products in the agricultural, renewable energy sources, education, finance, governmental, human resources, legal and compliance, property, and waste management and recycling sectors. We also examine any sector cross-over with food, hardware, marketplaces, media, mining services, and telecommunications companies that engage in similarly progressive, exciting technologies, and new business models. We believe that companies operating in these areas have characteristics which make them attractive investments, including their underlying market size and growth dynamics.

Our Business Combination selection process leverages our Management Team’s broad and deep network of relationships, differentiated industry knowledge, prolific acquisition experience, and deal-sourcing capabilities to access a wide spectrum of opportunities. Our Management Team members have developed this network over the past several decades while serving in executive roles at successful organizations. We believe that our Management Team will identify a Business Combination that will benefit from our experience, including:

•

a track record of operating, growing, and advising businesses in both public and private settings;

•

deep and broad relationships with and connectivity to chief executive officers, founders, entrepreneurs, family owners and venture capital and private equity Sponsors in Australia and New Zealand to create a significant pipeline of proprietary opportunities;

•

the combination of having a local presence in the region with our market knowledge of the target sectors could serve as a source of competitive advantage when we approach potential target companies;

•

relationships with capital markets advisors, as well as experience raising both debt and equity capital across business cycles and geographies;

•

mergers and acquisitions track record of acquiring and integrating companies at attractive valuations across a wide range of sectors;

• success of identifying private companies that would operate best as public companies, thoroughly and expeditiously preparing them to be public companies, as well as advising and leading them through and after an ~~Initial~~initial ~~Public~~public ~~Offering~~offering;

•

long tenures of serving on leading public companies to effect change; and

•

a track record of expeditiously enhancing and exiting investments to deliver substantial stockholder value.

In addition to our own market knowledge and execution capabilities, we have a Board of Directors that comprises other leading executives who strengthen our expertise and broaden our network of relationships.

Mr. Klix, Mr. Cotton, Mr. Hutton, Mr. Javeri, and Ms. Thornton leverage their global network of relationships, deal sourcing capabilities and differentiated industry experience to access a wide range of proprietary opportunities and continue the process of pursuing and reviewing potential Business Combination.

We believe our operational knowledge combined with experience in the private and public markets could potentially make us an attractive partner for companies seeking a clear and efficient path to listing on a national exchange in the United States of America. Some companies desire to have publicly traded shares to provide liquidity to employees and investors, create a currency for mergers and acquisitions, and/or enhance their profile for potential customers and business partners. We are confident that our relationships with private and institutional investors will help us ensure a smooth transition into the public capital markets for a target company.

Acquisition Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses, such as Flybondi. We use these criteria and guidelines in evaluating potential Business Combination opportunities, but we may decide to enter into our initial Business Combination with a target business that meets some, but not all of these criteria and guidelines. We intend to conduct a Business Combination with a company that we believe:

•

has a sustainable, leading market position in an attractive industry in Australia and/or New Zealand;

•

possesses significant competitive advantages via its disruptive business model and/or innovative product, service, or business;

•

has demonstrated operating stability and has a proven combination of systems, processes, and managerial talent;

•

has achieved or has the potential for significant long-term revenue or earnings growth through a combination of organic growth, synergistic add-on acquisitions, new product markets and/or geographies, increased production capacity, expense reduction, and/or increased operating leverage;

•

has a committed, capable, and aligned management team that would benefit from the leadership and strategic vision of our Management Team; and

•

would benefit from being a publicly owned company and can effectively utilize the broader access to capital markets to help achieve the company’s business strategy and capital structure needs.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our Management Team may deem relevant. In the event that we decide to enter into our initial Business Combination with a target business that meets some, but not all of the above criteria and guidelines, we will disclose that the target business meets some, but not all of the above criteria in our stockholder communications related to our initial Business Combination, which, as discussed in the IPO Registration Statement, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC, such as the Flybondi Registration Statement.

In addition to any potential business candidates we identify on our own, other target business candidates have been and may continue to be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds, venture capital funds, and large business enterprises seeking to divest non-core assets or divisions.

Acquisition Process

In evaluating a prospective target business, such as Flybondi, we conduct an extensive due diligence review, which encompasses, as applicable and among other things, meetings with members of the target’s management and other employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We have called and will continue to call upon Mr. Klix, Mr. Cotton, Mr. Hutton, Mr. Javeri, and Ms. Thornton’s own experience, as well as their network of relationships with chief executive officers, board members, members of executive management teams, and entrepreneurs to provide specialized insights into their areas of expertise as well as leverage their operational and capital planning experience.

We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, executive officers or directors, or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, executive officers or directors. While Flybondi is not affiliated with our Sponsor, executive officers or directors, in the event we do not consummate the Flybondi Business Combination and we seek to complete an initial Business Combination with a target that is affiliated with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial Business Combination is fair to us from a financial point of view.

Members of our Management Team and our independent directors directly or indirectly own Founder Shares and/or Private Placement Warrants following our Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination. Further, certain of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination.

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officers or directors are or will be required to present a Business Combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity ~~which~~that is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such other entity. Our Amended and Restated Charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as our director or officer and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial Business Combination.

In addition, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial Business Combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial Business Combination.

Initial Business Combination

Nasdaq rules require that we must complete one or more Business Combination having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account, (excluding the and taxes payable on the interest earned on the Trust Account). ~~We refer to this as~~ (the “80% of ~~net~~Net ~~assets~~Assets ~~test~~Test”). If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial Business Combination, although there is no assurance that will be the case.

We anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target Management Team or stockholders or for other reasons, but we will only complete such 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. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our

under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial Business Combination could own less than a majority of our outstanding shares subsequent to our initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the Business Combination involves more than one target business, the 80% of ~~net~~Net ~~assets~~Assets ~~test~~Test will be based on the aggregate value of all of the target businesses. Based on the valuation analysis of our Management and Board of Directors, we have determined that the fair market value of Flybondi was substantially in excess of 80% of the funds in the Trust Accountant and that the 80% of ~~net~~Net ~~assets~~Assets ~~test~~Test was therefore satisfied.

Financial Position

With funds in the Trust Account as of December 31, ~~2023~~2024 of approximately $124,~~956~~078,~~224~~045 (~~after~~before payment of any taxes paid or payable) available for a Business Combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial Business Combination using our cash, debt or equity securities, or a mixture of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.

See “Flybondi Business Combination” above for more information on the equity and financing arrangements in connection with the Flybondi Business Combination.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete Business Combination with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial Business Combination with only a single entity, our lack of diversification may:

• subject us to negative economic, competitive, and regulatory developments, any or all of which may have a substantial adverse impact on ~~the particular industry in which we operate after our initial Business Combination, and~~

•

the particular industry in which we operate after our initial Business Combination, and

•

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we closely scrutinize the management of a prospective target business, including the management team of Flybondi, when evaluating the desirability of effecting our initial Business Combination with that business and plan to continue to do so if the Flybondi Business Combination is not consummated and we seek other Business Combination opportunities, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications, or abilities to manage a public company. Furthermore, the future role of members of our Management Team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our Management Team will remain with the combined company will be made at the time of our initial Business Combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business Combination, Business Combination, including the Flybondi Business Combination in which Enrique Klix may serve as a director of FB Parent post-Closing, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination. Moreover, we cannot assure our stockholders that members of our Management Team will have significant experience or knowledge relating to the operations of the particular target business.

Other than Enrique Klix or another individual to be appointed by the Sponsor to serve as a director, we cannot assure our stockholders that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial Business Combination.

Following a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure our stockholders that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge, or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended and Restated Charter. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule (as is the case with the Flybondi Business Combination as currently contemplated), or we may decide to seek stockholder approval for business or other legal reasons.

Presented in the table below is a graphic explanation of the types of initial Business Combination we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.


TYPE OF TRANSACTION		WHETHER STOCKHOLDER APPROVAL IS REQUIRED
Purchase of assets		No
Purchase of stock of target not involving a merger with our Company		No
Merger of target into a subsidiary of our Company		No
Merger of our Company with a target		Yes

Under Nasdaq’s listing rules, stockholder approval would be required for our initial Business Combination if, for example:

•

We issue shares of Common Stock that will be equal to or in excess of 20% of the number of our shares of Common Stock then outstanding (other than in a public offering);

•

Any of our directors, officers, or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the Trust Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Common Stock could result in an increase in outstanding Common Stock or voting power of 5% or more; or

•

The issuance or potential issuance of Common Stock will result in our undergoing a change of control.

See “Flybondi Business Combination” above for more information on the requisite approvals in connection with the Flybondi Business Combination.

Permitted Purchases of Our Securities

If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Sponsor, Initial Stockholders, directors, executive officers, advisors, or their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination. There is no limit on the number of Public Shares our Initial Stockholders, directors, officers, advisors, or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our Sponsor, Initial Stockholders, directors, officers, advisors or their affiliates purchase Public Shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their Public Shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of any such purchases of Public Shares could be to (i) vote such Public Shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding or to vote such Public Warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination. Any such purchases of our securities may result in the completion of our initial Business Combination that may not otherwise have been possible.

Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding or to vote such Public Warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination. Any such purchases of our securities may result in the completion of our initial Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our Common Stock or Public Warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our Sponsor, Initial Stockholders, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom they may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of Public Shares) following our mailing of proxy materials in connection with our initial Business Combination. To the extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether or not such stockholder has already submitted a proxy with respect to our initial Business Combination, but only if such Public Shares have not already been voted at the stockholder meeting related to our initial Business Combination. Our Sponsor, executive officers, directors, advisors or any of their affiliates will select which Public Stockholders to purchase Public Shares from based on a negotiated price and number of Public Shares and any other factors that they may deem relevant, and will only purchase Public Shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our Sponsor, officers, directors and/or their affiliates will be restricted from making purchases of Public Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

Redemption Rights for Public Stockholders upon Completion of Our Initial Business Combination

We will provide our Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our 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 December 31, ~~2023~~2024, the amount in the Trust Account available for redemption was approximately $1011.8124 per Public Shares (before taxes paid or payable). Our Initial Stockholders, Sponsor, officers, and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares they may hold in connection with the completion of our initial Business Combination.

See “Flybondi Business Combination” above for more information on redemptions in connection with the Flybondi Business Combination.

Limitations on Redemptions

Our Amended and Restated Charter provides that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). In addition, our proposed initial Business Combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares in connection with such initial Business Combination, and all Public Shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances, or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop arrangements we may enter into following consummation of our Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination, such as the Flybondi Special Meeting, or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Common Stock or seek to amend our Amended and Restated Charter would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s stockholder approval rules.

~~The~~ in ~~requirement~~our ~~that~~discretion, weand ~~provide~~will ~~our~~be ~~Public~~based ~~Stockholders~~on ~~with~~a variety of factors such as the ~~opportunity~~timing toof ~~redeem~~the ~~their~~transaction ~~Public~~and ~~Shares~~whether bythe ~~one~~terms of the ~~two~~transaction ~~methods~~would ~~listed~~require ~~above~~us ~~will~~to beseek ~~contained~~stockholder inapproval ~~provisions~~under ofapplicable ~~our~~law ~~Amended~~or ~~and~~stock ~~Restated~~exchange ~~Charter~~listing ~~and~~requirements. ~~will~~Asset ~~apply~~acquisitions ~~whether~~and orstock ~~not~~purchases wewould ~~maintain~~not ~~our~~typically ~~registration~~require ~~under~~stockholder ~~the~~approval ~~Exchange~~while ~~Act~~direct ormergers with our ~~listing~~company onwhere ~~Nasdaq.~~we ~~Such~~do ~~provisions~~not ~~may~~survive beand ~~amended~~any iftransactions ~~approved~~where bywe ~~holders~~issue ofmore 65than 20% of our outstanding Common Stock ~~entitled~~or seek to ~~vote~~amend ~~thereon~~our Amended and Restated Charter would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s stockholder approval rules.

The requirement that we provide our Public Stockholders with the opportunity to redeem their Public Shares by one of the two methods listed above is contained in provisions of our Amended and Restated Charter and applies whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our Common Stock entitled to vote thereon.

If we provide our Public Stockholders with the opportunity to redeem their Public Shares in connection with a stockholder meeting, we will:

•

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

• file proxy materials with the SEC, such as the proxy statement/prospectus contained within the Flybondi Registration Statement.

If we seek stockholder approval, we will complete our initial Business Combination only if a majority of the outstanding shares of Common Stock voted are voted in favor of the initial Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of our outstanding capital stock representing a majority of the voting power of all outstanding shares of our capital stock entitled to vote at such meeting. Our Initial Stockholders will count towards this quorum and, pursuant to the Letter Agreement, our Sponsor, officers and directors have agreed to vote any Founder Shares they hold and any Public Shares purchased during or after our Initial Public Offering (including in open market and privately-negotiated transactions) in favor of our initial Business Combination. For purposes of seeking approval of the majority of our outstanding shares of Common Stock voted, non-votes will have no effect on the approval of our initial Business Combination once a quorum is obtained. As a result of the redemptions in connection with the ~~First~~Extensions ~~Special Meeting~~ and ~~Second Special Meeting and~~ the number of outstanding Founder Shares held by our Sponsor, unless otherwise required under applicable law, we will not require the vote of the holders of any of the Public Shares to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved, as the Founder Shares now constitute more than a majority of the total outstanding shares of Common Stock. ~~This~~These quorum and voting thresholds, and the voting agreements of our Initial Stockholders, may make it more likely that we will consummate our initial Business Combination. Each Public Stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction.

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will:

•

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

•

file tender offer documents with the SEC prior to completing our initial Business Combination, which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Stockholders not tendering more than a specified number of Public Shares, which number will be based on the requirement that we may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If Public Stockholders tender more Public Shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial Business Combination.

Upon the public announcement of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A Common Stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

We intend to require our Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial Business Combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a Public Stockholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such Public Shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in

~~connection~~We ~~with~~intend ~~our initial Business Combination will indicate whether we are requiring Public Stockholders~~ to ~~satisfy~~require ~~such delivery requirements. We believe that this will allow~~ our ~~transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming~~ Public Stockholders, ~~which~~seeking ~~could delay redemptions and result in additional administrative cost. If the proposed initial Business Combination is not approved and we continue~~ to ~~search~~exercise ~~for~~their aredemption ~~target company~~rights, wewhether ~~will~~they ~~promptly~~are ~~return~~record ~~any~~holders ~~certificates~~ or ~~shares~~hold ~~delivered by Public Stockholders who elected to redeem their Public Shares.~~

~~Our~~their ~~Amended~~Public ~~and~~Shares ~~Restated~~in ~~Charter~~“street ~~provides~~name,” ~~that~~to, inat nothe ~~event~~holder’s ~~will~~option, weeither ~~redeem~~deliver their stock certificates to our ~~Public~~transfer ~~Shares~~agent inor andeliver ~~amount~~their ~~that~~Public ~~would~~Shares ~~cause~~to our ~~net~~transfer ~~tangible~~agent ~~assets~~electronically tousing bethe ~~less~~DWAC ~~than $5~~System,~~000,001~~ ~~(so~~prior ~~that~~to wethe dodate ~~not~~set ~~then~~forth ~~become~~in ~~subject~~the toproxy ~~the~~materials ~~SEC’s~~or ~~“penny~~tender ~~stock”~~offer ~~rules)~~documents, as applicable. In ~~addition,~~the ~~our~~case ~~proposed~~of ~~initial~~proxy ~~Business~~materials, ~~Combination~~this date may ~~impose~~be aup ~~minimum~~to ~~cash~~two ~~requirement~~business ~~for:~~days ~~(i) cash~~prior ~~consideration~~ to bethe ~~paid~~date toon which the ~~target~~vote oron ~~its~~the ~~owners,~~proposal ~~(ii) cash~~to ~~for~~approve ~~working~~the ~~capital~~initial orBusiness ~~other~~Combination ~~general~~is ~~corporate~~to ~~purposes~~be orheld. ~~(iii) the~~In ~~retention~~addition, ofif ~~cash~~we toconduct ~~satisfy~~redemptions ~~other~~in ~~conditions.~~connection Inwith ~~the~~a ~~event~~stockholder ~~the~~vote, ~~aggregate~~we ~~cash~~intend ~~consideration~~to werequire ~~would~~a bePublic ~~required~~Stockholder toseeking ~~pay~~redemption ~~for~~of ~~all~~its Public Shares ~~that~~to ~~are~~also ~~validly~~submit ~~submitted~~a written request for redemption ~~plus~~to ~~any~~our ~~amount~~transfer ~~required~~agent totwo ~~satisfy~~business ~~cash~~days ~~conditions~~prior ~~pursuant~~ to the ~~terms~~vote in which the name of the ~~proposed~~beneficial ~~initial~~owner ~~Business~~of ~~Combination~~such ~~exceed~~Public ~~the~~Shares ~~aggregate~~is ~~amount~~included. ofThe ~~cash~~proxy ~~available~~materials toor ~~us,~~tender weoffer ~~will~~documents, ~~not~~as ~~complete~~applicable, ~~the~~that ~~initial~~we ~~Business~~will ~~Combination~~furnish orto ~~redeem~~holders ~~any~~of our Public Shares in connection with ~~such~~our initial Business Combination, ~~and~~will ~~all~~indicate ~~Public~~whether ~~Shares~~we ~~submitted~~are ~~for~~requiring ~~redemption~~Public ~~will~~Stockholders ~~be returned~~ to ~~the~~satisfy ~~holders~~such ~~thereof~~delivery requirements. We ~~may,~~believe ~~however,~~that ~~raise~~this ~~funds~~will ~~through~~allow our transfer agent to efficiently process any redemptions without the ~~issuance~~need offor ~~equity-linked~~further ~~securities~~communication or ~~through~~action ~~loans,~~from ~~advances~~the redeeming Public Stockholders, orwhich ~~other~~could ~~indebtedness~~delay redemptions and result in ~~connection~~additional ~~with~~administrative ~~our~~cost. If the proposed initial Business Combination, ~~including~~is ~~pursuant~~not toapproved ~~FPAs~~and ~~or backstop arrangements~~ we ~~may~~continue ~~enter~~to ~~into~~search ~~following~~for ~~consummation~~a oftarget ~~our~~company, ~~Initial~~we ~~Public~~will ~~Offering,~~promptly inreturn ~~order~~any ~~to,~~certificates ~~among~~or ~~other~~shares ~~reasons,~~delivered ~~satisfy~~by ~~such~~Public ~~net~~Stockholders ~~tangible~~who ~~assets~~elected orto ~~minimum~~redeem ~~cash~~their ~~requirements~~Public Shares.

Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Stockholder Approval

If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Amended and Restated Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the ~~shares~~Public Shares sold in our Initial Public Offering without our prior consent (the “Excess Shares”). We believe this restriction will discourage stockholders from accumulating large blocks of ~~shares~~Public Shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force us or our Management Team to purchase their ~~shares~~Public Shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Stockholder holding more than an aggregate of 15% of the ~~shares~~Public Shares sold in our Initial Public Offering could threaten to exercise its redemption rights if such holder’s ~~shares~~Public Shares are not purchased by us, our Sponsor or our Management Team at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the ~~shares~~Public Shares sold in our Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial Business Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our stockholders’ ability to vote all of their ~~shares~~Public Shares (including Excess Shares) for or against our initial Business Combination.

Delivering Stock Certificates in Connection with the Exercise of Redemption Rights

As described above, we intend to require our Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or tender offer documents, as applicable, such as the proxy statement/prospectus contained in the Flybondi Registration Statement. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial Business Combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a Public Stockholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will indicate whether we are requiring Public Stockholders to satisfy such delivery requirements. Accordingly, a Public Stockholder would have up to two business days prior to the vote on the initial Business Combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights. In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares may not be redeemed. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their Public Shares.

from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights. In the event that a Public Stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares may not be redeemed. Given the relatively short exercise period, it is advisable for Public Stockholders to use electronic delivery of their Public Shares.

There is a nominal cost associated with the above-referenced process and the act of certificating the Public Shares or delivering them through the DWAC System. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their Public Shares. The need to deliver Public Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder of a Public Share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to ~~holders of~~ our Public ~~Shares~~Stockholders electing to redeem their Public Shares will be distributed promptly after the completion of our initial Business Combination.

If our initial Business Combination is not approved or completed for any reason, then our Public Stockholders who elected to exercise their redemption rights would not be entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by Public Stockholders who elected to redeem their Public Shares.

If our initial proposed initial Business Combination is not completed, we may continue to try to complete an initial Business Combination with a different target by November 5, ~~2024~~2025, the last day of the Combination Period.

Redemption of Public Shares and Liquidation if No Initial Business Combination

Our Amended and Restated Charter provides that we ~~will~~ have ~~only~~until ~~36 months from the closing of our Initial Public Offering, or~~ November 5, ~~2024~~2025, to complete our initial Business Combination. If we are unable to complete our initial Business Combination by the end of this Combination Period, we 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 liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete our initial Business Combination within the Combination Period.

Our Initial Stockholders, Sponsor, officers, and directors have entered into a Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to complete our initial Business Combination by the end of the Combination Period. However, if our Initial Stockholders, Sponsor, or Management Team acquire Public Shares in or after our Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the allotted Combination Period.

Our Initial Stockholders, Sponsor, officers and directors have agreed, pursuant to the Letter Agreement with us, that they will not propose any amendment to our Amended and Restated Charter to modify the substance or timing of our obligation to provide for the redemption of our Public Shares in connection with an initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination by the end of the Combination Period. ~~However~~or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, ifunless we provide our ~~Initial~~Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, ~~Sponsor~~payable in cash, orequal ~~Management~~to ~~Team~~the ~~acquire~~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)), divided by the number of then outstanding Public Shares. However, we may not redeem our Public Shares in oran ~~after~~amount that would cause our ~~Initial~~net ~~Public~~tangible ~~Offering~~assets to be less than $5,000,001 ~~they~~(so ~~will~~that bewe ~~entitled~~do tonot ~~liquidating~~then ~~distributions~~become ~~from~~subject to the ~~Trust~~SEC’s ~~Account~~“penny stock” rules). If this optional redemption right is exercised with respect to ~~such~~an excessive number of Public Shares ifsuch that we ~~fail~~cannot tosatisfy ~~complete~~the ~~our~~net ~~initial~~tangible ~~Business~~asset ~~Combination~~requirement, ~~within~~we would not proceed with the ~~allotted~~amendment ~~36-month~~or ~~Combination~~the ~~Period~~related redemption of our Public Shares at such time.

Our Initial Stockholders, Sponsor, officers and directors have agreed, pursuant to the Letter Agreement with us, that they will not propose any amendment to our Amended and Restated Charter to modify the substance or timing of our obligation to provide for the redemption of our Public Shares in connection with an initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination by the end of the Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless we provide our Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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), divided by the number of then outstanding Public Shares. However, we may not redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of Public Shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our Public Shares at such time.

If we do not consummate our initial Business Combination by the deadline set forth in our Amended and Restated Charter, we expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $75,891 of proceeds held outside the Trust Account as of December 31, 2023, although we cannot assure our stockholders that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we ~~were~~do tonot ~~expend~~consummate ~~all of the net proceeds of~~ our ~~Initial~~initial ~~Public~~Business ~~Offering~~Combination ~~and~~by the ~~sale~~end of the ~~Private~~Combination ~~Placement Warrants~~Period, ~~other~~we ~~than~~expect ~~the~~that ~~proceeds~~all ~~deposited~~costs ~~in the Trust Account,~~ and ~~without~~expenses ~~taking~~associated ~~into~~with ~~account~~implementing ~~any~~our ~~tax~~plan ~~payments or expenses for the dissolution~~ of ~~the trust~~dissolution, ~~the~~as ~~per-share~~well ~~redemption~~as ~~amount~~payments ~~received~~to byany ~~stockholders~~creditors, ~~upon~~will ~~our dissolution would~~ be ~~approximately~~funded ~~$10.81~~from ~~(before~~amounts ~~(i)~~remaining ~~taxes~~outside ~~paid or payable and (ii) potential dissolution expenses~~ of upthe to $~~100~~146,~~000)~~565 as of ~~December 31, 2023. The~~ proceeds ~~deposited~~held inoutside the Trust Account ~~could,~~as ~~however, become subject to the claims~~ of ~~our~~December 31, ~~creditors~~2024, ~~which~~although ~~would~~we ~~have higher priority than the claims of our Public Stockholders. We~~ cannot assure our stockholders that ~~the~~there ~~actual per-share redemption amount received by stockholders~~ will ~~not~~ be ~~substantially~~sufficient ~~less~~funds ~~than~~for ~~$10~~such purpose.81 ~~(before~~However, ~~(i)~~if ~~taxes~~those ~~paid~~funds orare ~~payable~~not ~~and~~sufficient ~~(ii) potential dissolution expenses of up~~ to ~~$100,000)~~cover asthe ofcosts ~~December~~and ~~31,~~expenses ~~2023.~~associated ~~Under~~with ~~Section 281(b)~~implementing ~~of the DGCL,~~ our plan of dissolution, ~~must~~to ~~provide~~the ~~for~~extent ~~all~~that ~~claims~~there ~~against~~is usany tointerest beaccrued ~~paid~~ in ~~full~~the orTrust ~~make~~Account ~~provision~~not ~~for~~required ~~payments~~ to bepay ~~made in full~~taxes, aswe ~~applicable,~~may ifrequest ~~there~~the ~~are~~trustee ~~sufficient~~to ~~assets.~~release ~~These~~to ~~claims~~us ~~must~~an beadditional ~~paid~~amount ~~or provided for before we make any distribution~~ of ~~our~~up ~~remaining assets~~ to ~~our~~$100,000 ~~stockholders.~~of ~~While we intend to pay~~ such ~~amounts,~~accrued ifinterest ~~any, we cannot assure our stockholders that we will have funds sufficient~~ to pay orthose ~~provide~~costs ~~for~~and ~~all creditors’ claims~~expenses.

~~Although~~If we ~~seek~~were to ~~have~~expend all vendors, service providers (other than Marcum, our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of ~~any kind in or to any monies held in~~ the ~~Trust~~net ~~Account~~proceeds ~~for the benefit~~ of our Initial Public ~~Stockholders,~~Offering ~~there~~and ~~is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against~~ the ~~Trust~~sale ~~Account including but not limited to fraudulent inducement, breach~~ of ~~fiduciary responsibility or other similar claims, as well as claims challenging~~ the ~~enforceability~~Private ofPlacement ~~the waiver~~Warrants, inother ~~each~~than ~~case in order to gain an advantage with respect to a claim against our assets, including~~ the ~~funds~~proceeds ~~held~~deposited in the Trust Account., Ifand ~~any~~without ~~third~~taking ~~party~~into ~~refuses~~account toany ~~execute~~tax anpayments ~~agreement~~or ~~waiving~~expenses ~~such~~for ~~claims to~~ the ~~monies~~dissolution ~~held~~of in the Trust Account, ~~our~~the ~~Management~~per-share ~~Team~~redemption ~~will~~amount ~~consider~~received ~~whether~~by ~~competitive~~Public ~~alternatives~~Stockholders ~~are~~upon ~~reasonably~~our ~~available~~dissolution ~~to us and will only enter into an agreement with such third party if Management believes that such third party’s engagement~~ would be inapproximately ~~our best interests under the circumstances~~$11.24 ~~Examples~~(before of(i) taxes ~~possible~~paid ~~instances~~or ~~where~~payable weand ~~may~~(ii) potential ~~engage~~dissolution aexpenses ~~third party that refuses to execute a waiver include the engagement~~ of aup ~~third party consultant whose particular expertise or skills are believed by Management~~ to be$100,000) ~~significantly~~as ~~superior to those~~ of ~~other~~December 31, ~~consultants that would agree to execute a waiver or in cases where Management is unable to find a service provider willing to execute a waiver~~2024. The ~~underwriters~~proceeds ofdeposited ~~our Initial Public Offering and our independent registered public accounting firm will not execute agreements with us waiving such claims to the monies held~~ in the Trust Account. Incould, ~~addition~~however, ~~there~~become issubject ~~no guarantee that such entities will agree~~ to ~~waive~~the ~~any~~ claims ~~they may have in the future as a result~~ of, orour ~~arising out of~~creditors, ~~any~~which ~~negotiations,~~would ~~contracts~~have orhigher ~~agreements~~priority ~~with~~than ~~us and will not seek recourse against~~ the ~~Trust~~claims ~~Account~~of ~~for~~our ~~any~~Public ~~reason~~Stockholders. InWe ~~order~~cannot toassure ~~protect the amounts held in the Trust Account,~~ our ~~Sponsor~~Public ~~has~~Stockholders ~~agreed~~ that ~~it will be liable to us if and to~~ the ~~extent~~actual ~~any~~per-share ~~claims~~redemption by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount ofreceived ~~funds~~by inPublic ~~the~~Stockholders ~~Trust~~will ~~Account~~not tobe ~~below~~substantially ~~the~~less ~~lesser~~than of$11.24 (before (i) taxes ~~$10.15~~paid ~~per~~or ~~Public~~payable ~~Share~~ and (ii) ~~the~~potential ~~actual~~dissolution ~~amount~~expenses ~~per~~of ~~Public~~up ~~Share~~to ~~held~~$100,000) ~~in the Trust Account~~ as of ~~the date of the liquidation of the Trust Account~~December 31, ~~if less than $10~~2024.15 ~~per~~Under ~~Public~~Section 281(b) ~~Share due to reductions in the value~~ of the ~~trust assets~~DGCL, ~~less~~our ~~taxes~~plan ~~payable;~~of ~~provided,~~dissolution ~~that~~must ~~such~~provide ~~liability~~for ~~will~~all ~~not apply to any~~ claims byagainst aus ~~third party or prospective target business who executed a waiver of any and all rights~~ to ~~the~~be ~~monies~~paid ~~held~~ in ~~the~~full ~~Trust Account (whether~~ or ~~not~~make ~~such~~provision ~~waiver~~for ispayments ~~enforceable) nor will it apply~~ to ~~any~~be ~~claims~~made ~~under~~in ~~our~~full, ~~indemnity~~as ~~of the underwriters of our Initial Public Offering against certain liabilities~~applicable, ~~including~~if ~~liabilities~~there ~~under~~are ~~the~~sufficient ~~Securities Act~~assets. ~~However,~~These weclaims ~~have~~must ~~not~~be ~~asked~~paid ~~our~~or ~~Sponsor~~provided ~~to reserve~~ for ~~such~~before ~~indemnification obligations, nor have~~ we ~~independently~~make ~~verified~~any ~~whether~~distribution ~~our~~of ~~Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that~~ our ~~Sponsor’s~~remaining ~~only~~ assets ~~are~~to ~~securities of~~ our ~~company~~stockholders. ~~Therefore,~~While we ~~cannot~~intend ~~assure our stockholders that our Sponsor would be able~~ to ~~satisfy~~pay ~~those~~such ~~obligations. As a result~~amounts, if any ~~such claims were successfully made against the Trust Account~~, ~~the~~we ~~funds~~cannot ~~available~~assure ~~for~~ our ~~initial~~stockholders ~~Business~~that ~~Combination and redemptions could be reduced to less than $10.15 per Public Share. In such event,~~ we ~~may~~will ~~not~~have befunds ~~able~~sufficient to ~~complete~~pay ~~our initial Business Combination, and our stockholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of our officers~~ or ~~directors~~provide ~~will indemnify us~~ for ~~claims~~all bycreditors’ ~~third parties including, without limitation,~~ claims ~~by vendors and prospective target businesses~~.

InAlthough ~~the~~we ~~event~~seek ~~that~~to ~~the~~have ~~proceeds~~all invendors, ~~the~~service ~~Trust~~providers ~~Account~~(other ~~are~~than ~~reduced~~our ~~below~~independent ~~the~~registered ~~lesser~~public ofaccounting (ifirm), ~~$10.15~~prospective ~~per~~target ~~Public~~businesses ~~Share~~ and ~~(ii) the~~other ~~actual~~entities ~~amount~~with ~~per~~which ~~Public~~we ~~Share~~do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account asfor of the ~~date~~benefit of ~~the~~our ~~liquidation~~Public ofStockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, ifincluding, ~~less~~but ~~than~~not ~~$10.15~~limited ~~per~~to, ~~share~~fraudulent ~~due~~inducement, tobreach ~~reductions~~of infiduciary responsibility or other similar claims, as well as claims challenging the ~~value~~enforceability of the ~~trust assets~~waiver, in each case ~~less~~in ~~taxes~~order ~~payable,~~to ~~and~~gain an advantage with respect to a claim against our ~~Sponsor~~assets, ~~asserts~~including ~~that~~the itfunds isheld ~~unable~~in tothe ~~satisfy~~Trust ~~its~~Account. ~~indemnification~~If ~~obligations~~any orthird ~~that~~party itrefuses ~~has~~to noexecute ~~indemnification~~an ~~obligations~~agreement ~~related~~waiving such claims to athe ~~particular~~monies ~~claim~~held in the Trust Account, our ~~independent~~Management ~~directors~~Team ~~would~~will ~~determine~~consider whether competitive alternatives are reasonably available to ~~take~~us ~~legal~~and ~~action~~will ~~against~~only ~~our~~enter ~~Sponsor~~into toan ~~enforce~~agreement ~~its~~with ~~indemnification~~such ~~obligations~~third party if Management believes that such third party’s engagement would be in our best interests under the circumstances. ~~While~~Examples of possible instances where we ~~currently~~may ~~expect~~engage a third party that ~~our~~refuses ~~independent~~to ~~directors~~execute ~~would~~a ~~take~~waiver ~~legal~~include ~~action~~the onengagement ~~our~~of ~~behalf~~a ~~against~~third-party ~~our~~consultant ~~Sponsor~~whose particular expertise or skills are believed by Management to ~~enforce~~be ~~its~~significantly ~~indemnification~~superior ~~obligations~~to those of other consultants that would agree to ~~us,~~execute ita waiver or in cases where Management is ~~possible~~unable ~~that~~to find a service provider willing to execute a waiver. The underwriters of our ~~independent~~Initial ~~directors~~Public inOffering ~~exercising~~and ~~their~~our ~~business~~independent ~~judgment~~registered ~~may~~public ~~choose~~accounting firm will not execute agreements with us waiving such claims to dothe somonies held in ~~any~~the ~~particular~~Trust ~~instance~~Account. ~~Accordingly~~In addition, wethere ~~cannot~~is ~~assure~~no ~~our~~guarantee ~~stockholders~~ that ~~due~~such entities will agree to waive any claims ofthey ~~creditors~~may have in the ~~actual~~future ~~value~~as a result of, ~~the~~or ~~per-share~~arising ~~redemption~~out ~~price~~of, any negotiations, contracts or agreements with us and will not beseek ~~less~~recourse ~~than~~against ~~$10.15~~the ~~per~~Trust ~~share~~Account for any reason.

In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have 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 Public 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 our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure our stockholders that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.15 per Public Share. In such event, we may not be able to complete our initial Business Combination, and our Public Stockholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced 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, in each case less taxes paid and payable, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors

We would ~~have~~determine ~~sought~~whether ~~and will continue~~ to ~~seek~~take tolegal ~~reduce~~action ~~the~~against ~~possibility that~~ our Sponsor ~~will have~~ to ~~indemnify~~enforce ~~the~~its ~~Trust~~indemnification ~~Account~~obligations. ~~due~~While towe ~~claims~~currently ofexpect ~~creditors~~that ~~by endeavoring to have all vendors, service providers (other than~~ our independent ~~registered~~directors ~~public~~would ~~accounting~~take ~~firm),~~legal ~~prospective~~action ~~target~~on ~~businesses~~our orbehalf ~~other~~against ~~entities~~our ~~with~~Sponsor ~~which~~to weenforce doits ~~business~~indemnification ~~execute~~obligations ~~agreements~~to ~~with~~ us ~~waiving any right~~, ~~title,~~it ~~interest~~is orpossible ~~claim~~that ofour ~~any~~independent ~~kind~~directors in orexercising totheir ~~monies~~business ~~held~~judgment inmay ~~the~~choose ~~Trust Account. Our Sponsor will also~~ not beto ~~liable~~do asso toin any ~~claims~~particular ~~under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act~~instance. ~~As of December 31~~Accordingly, ~~2023,~~ we ~~have~~cannot ~~access~~assure toour upstockholders tothat ~~$75,891~~due ~~in funds held outside of the Trust Account with which~~ to ~~pay any such potential~~ claims ~~(including~~of ~~costs~~creditors ~~and~~the ~~expenses~~actual ~~incurred~~value inof ~~connection~~the ~~with~~per-share ~~our~~redemption ~~liquidation,~~price ~~currently~~will ~~estimated~~not to be noless ~~more~~ than ~~approximately~~ $~~100,000)~~10.15 Inper ~~the~~Public event that we liquidate, and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our Trust Account could be liable for claims made by creditorsShare.

We have sought and will continue to seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. As of December 31, 2024, we have access to up to $146,565 in funds held outside of the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate, and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our Trust Account could be liable for claims made by creditors.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our Public Stockholders upon the redemption of our Public Shares in the event we do not complete our initial Business Combination by the end of the Combination Period may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our Trust Account distributed to our Public Stockholders upon the redemption of our Public Shares in the event we do not complete our initial Business Combination by the end of the Combination Period, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we are unable to complete our initial Business Combination by the end of the Combination Period, we 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 liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, dissolve and liquidate, subject in each case to our obligations under ~~Delaware~~the ~~law~~DGCL to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our Public Shares as soon as reasonably possible following the end of the Combination Period and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in the Underwriting Agreement, dated November 2, 2021, we entered into with Wells Fargo Securities, LLC in connection with our Initial Public Offering, we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the Trust Account is remote. Further, our Sponsor may be liable only to the extent necessary to ensure that the amounts in the Trust Account are not reduced below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure our stockholders we will be able to return $10.15 per share to our Public Stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some, or all amounts received by our stockholders. Furthermore, our Board of Directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure our stockholders that claims will not be brought against us for these reasons.

~~Our~~ liable ~~Public~~as ~~Stockholders are entitled~~ to ~~receive~~any ~~funds~~claims ~~from~~under ~~the Trust Account only (i) in the event of the redemption of~~ our ~~Public~~indemnity ~~Shares if we do not complete our initial Business Combination by the end~~ of the ~~Combination~~underwriters ~~Period, (ii) in connection with a stockholder vote to amend our Amended and Restated Charter to modify the substance or timing~~ of our ~~obligation~~Initial ~~to provide for the redemption of our~~ Public ~~Shares~~Offering inagainst ~~connection~~certain ~~with~~liabilities, anincluding ~~initial~~liabilities ~~Business~~under ~~Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination by~~ the ~~end~~Securities of the Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity or (iii) if they redeem their respective Public Shares for cash upon the completion of our initial Business CombinationAct. In ~~no other circumstances will a stockholder have any right or interest of any kind to or in~~ the ~~Trust Account. In the~~ event wethat ~~seek~~an ~~stockholder~~executed ~~approval~~waiver inis ~~connection~~deemed ~~with~~to ~~our~~be ~~initial~~unenforceable ~~Business~~against ~~Combination,~~ a ~~stockholder’s~~third ~~voting~~party, inour ~~connection~~Sponsor ~~with the Business Combination alone~~ will not ~~result~~be inresponsible ~~a stockholder’s redeeming its Public Shares~~ to ~~us for an applicable pro rata share of~~ the ~~Trust~~extent ~~Account. Such stockholder must have also exercised its redemption rights described above. These provisions~~ of ~~our~~any ~~Amended~~liability ~~and~~for ~~Restated~~such ~~Charter,~~third-party ~~like all provisions of our Amended and Restated Charter, may be amended with a stockholder vote~~claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure our stockholders we will be able to return $10.15 per share to our Public Stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some, or all amounts received by our stockholders. Furthermore, our Board of Directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure our Public Stockholders that claims will not be brought against us for these reasons.

Our Public Stockholders are entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our initial Business Combination by the end of the Combination Period, (ii) in connection with a stockholder vote to amend our Amended and Restated Charter to modify the substance or timing of our obligation to provide for the redemption of our Public Shares in connection with an initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination by the end of the Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity or (iii) if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination. In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account. In the event we seek stockholder approval in connection with our initial Business Combination, a Public Stockholder’s voting in connection with the Business Combination alone will not result in a public Stockholder’s redeeming its Public Shares to us for an applicable pro rata share of the Trust Account. Such Public Stockholder must have also exercised its redemption rights described above. These provisions of our Amended and Restated Charter, like all provisions of our Amended and Restated Charter, may be amended with a stockholder vote.

Competition

In identifying, evaluating, and selecting a target business for our initial Business Combination, we encounter competition from other entities having a business objective similar to ours, including other ~~special purpose acquisition companies~~SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting Business Combination directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses ~~will~~is be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our Public Stockholders who exercise their redemption rights may reduce the resources available to us for our initial Business Combination and our outstanding Warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.

Employees

We currently have two (2) executive officers: Enrique Klix and Oliver Matlock. These individuals are not obligated to devote any specific number of hours to our matters, but they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of time they devote in any time period varies based on ~~whether a target business has been selected for our initial Business Combination and~~ the stage of the Business Combination process we are in. We do not intend to have any full -time employees prior to the completion of our initial Business Combination.

Periodic Reporting and Financial Information

We have registered our Units, Public Shares, and Public Warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly, and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, including this Report, contain financial statements audited and reported on by our independent registered public ~~accountants~~accountant.

We will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to stockholders to assist them in assessing the target business, such as the Flybondi Registration Statement. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, U.S. GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame. We cannot assure our stockholders that any particular target business identified by us as a potential Business Combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame. We cannot assure our stockholders that any particular target business identified by us as a potential Business Combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes- Oxley Act may increase the time and costs necessary to complete any such Business Combination.

We filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial Business Combination.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our Initial Public Offering (November 5, 2026), (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A Common Stock that are held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Common Stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Common Stock held by non-affiliates equals to or exceeds $700 million as of the last business day of the most recently completed second fiscal quarter.

Item 1A.

Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, the following is a partial list of material risks, uncertainties and other factors that could have a material effect on us and our operations:

•

we are a blank check company and an early stage with no revenue or basis to evaluate our ability to select a suitable business target;

•

we may not be able to select an appropriate target business or businesses and complete our initial Business Combination, including the Flybondi Business Combination, in the prescribed time frame;

•19 ~~our expectations around the performance of a prospective target business or businesses, such as Flybondi may not be realized;~~

•

our expectations around the performance of a prospective target business or businesses, such as Flybondi, may not be realized;

•

we may not be successful in retaining or recruiting required officers, key employees or directors following our initial Business Combination, including the Flybondi Business Combination;

•

our officers and directors may have difficulties allocating their time between our Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial Business Combination;

•

we may not be able to obtain additional financing to complete our initial Business Combination or reduce the number of stockholders requesting redemption;

•

we may issue our shares to investors in connection with our initial Business Combination at a price that is less than the prevailing market price of our shares at that time;

•

our stockholders may not be given the opportunity to choose the initial business target or to vote on the initial Business Combination;

• Trust Account funds may not be protected against third -party claims or bankruptcy;

•

an active market for our public securities may not develop and our stockholders will have limited liquidity and trading;

•

our financial performance following a Business Combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management;

•

there may be more competition to find an attractive target for an initial Business Combination, which could increase the costs associated with completing our initial Business Combination and may result in our inability to find a suitable target;

•

changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination;

• if we do not consummate the Flybondi Business Combination, we may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

•

we may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the Initial Public Offering, which may include acting as a financial advisor in connection with an initial Business Combination or as placement agent in connection with a related financing transaction. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination;

•

we may attempt to complete our initial Business Combination with a private company about which little information is available, such as Flybondi, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all;

•

since our Initial Stockholders will lose their entire investment in us if our initial Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after our Initial Public Offering), and because our Sponsor, officers and directors may profit substantially even under circumstances in which our Public Stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination;

• the value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Common Stock at such time is substantially less than $10.8115 per share~~, which is the per share value of the Trust Account as of December 31, 2023 (before taxes paid or payable)~~;

• resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the Combination Period, our Public Stockholders may receive only approximately $10.81 per share (before (i) taxes paid or payable and (ii) potential dissolution expenses of up to $100,000; as of December 31, 2023), or less than such amount in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless;

•20 we may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations, including the Committee on Foreign Investment in the United States;

Combination within the Combination Period, our Public Stockholders may receive only approximately $10.15 per share (before (i) taxes paid or payable and (ii) potential dissolution expenses of up to $100,000), or less than such amount in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless;

•

we may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations, including the Committee on Foreign Investment in the United States (“CFIUS”). Enrique Klix, our Chief Executive Officer, is the sole managing member of the Sponsor. Mr. Klix is a citizen of Argentina, the United Kingdom and Australia, and is a resident of Australia. Other members of the Sponsor include certain of our officers and directors. To the best of our knowledge, approximately 26.9% of the total allocated membership interests in the Sponsor are owned by U.S. persons on a look-through basis and approximately 73.1% of interests in the Sponsor are owned by non-U.S. persons on a look-through basis. Of the approximately 73.1% of interests in the Sponsor owned by non-U.S. persons, approximately 59.0% are owned by persons in Australia, approximately 10.6% are owned by persons in Hong Kong and 3.5% are owned by persons in Canada. Accordingly, the Sponsor is controlled by a non-U.S. person, and CFIUS may consider our Company to be a “foreign person;”

•

adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects;

•

market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a Business Combination;

•

recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial Business Combination;

•

military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination;

•

the Excise Tax may be imposed on us in connection with our redemptions of shares in connection with a Business Combination or other stockholder vote pursuant to which stockholders would have a right to submit their shares for redemption;

• there is substantial doubt about our ability to continue as a “going concern”; ~~and~~

20• we have identified material weaknesses in our internal control over financial reporting as of December 31, 2024. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results;

~~Table~~• ofwe ~~Contents~~may seek to further extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other adverse effects on our Company;

• since we ~~have~~did ~~identified~~not ~~material~~consummate ~~weaknesses~~our ininitial ~~our~~Business ~~internal~~Combination ~~control~~within ~~over~~36 ~~financial~~months ~~reporting~~of asthe effectiveness of ~~December~~our 31IPO Registration Statement, ~~2023.~~the Iftrading weof ~~are~~our ~~unable~~securities toon ~~develop~~Nasdaq has been suspended and ~~maintain~~our ansecurities ~~effective~~were ~~system~~delisted ofand ~~internal~~suspended ~~control~~from ~~over~~trading ~~financial~~on ~~reporting~~November 11, we2024, which may ~~not~~limit beinvestors’ ~~able~~ability to ~~accurately~~make ~~report~~transactions in our ~~financial~~securities ~~results~~and inhave a ~~timely~~material ~~manner,~~adverse ~~which~~effect ~~may~~on ~~adversely~~(x) ~~affect~~the ~~investor~~trading ~~confidence~~of inour ussecurities and ~~materially~~(y) ~~and~~our ~~adversely~~ability ~~affect~~to ~~our~~consummate ~~business~~an ~~and~~initial ~~operating~~Business ~~results.~~Combination;

We• ~~may~~cyber ~~seek~~incidents toor ~~further~~attacks ~~extend~~directed ~~the~~at ~~Combination~~us ~~Period,~~or ~~which~~third parties could ~~have~~result ain ~~material~~information ~~adverse~~theft, ~~effect~~data oncorruption, ~~the~~operational ~~amount~~disruption ~~held in our Trust Account~~ and/or ~~other~~financial ~~adverse effects on our Company.~~ loss;

We• ~~may~~changes ~~seek~~in tolaws ~~further~~or ~~extend the Combination Period. Such an extension would require the approval of our Public Stockholders~~regulations, ~~who will be provided the opportunity to redeem all~~ or a ~~portion~~failure ~~their~~to ~~Public~~comply ~~Shares.~~with ~~Such~~any ~~redemptions~~laws ~~will~~and ~~likely~~regulations, ~~have~~may aadversely ~~material~~affect ~~adverse effect on the amount held in~~ our ~~Trust Account~~business, including our ~~capitalization,~~ability ~~principal~~to ~~stockholders~~negotiate and ~~other~~complete ~~impacts on~~ our ~~Company~~initial orBusiness ~~Management Team~~Combination, ~~such~~and asresults ~~our~~of ~~ability to maintain our listing on the Nasdaq Capital Market.~~ operations;

If• if we ~~seek~~are deemed to ~~further~~be ~~extend~~an ~~the~~investment ~~Combination~~company ~~Period,~~under ~~such~~the ~~extension~~Investment ~~would~~Company ~~not~~Act, bewe inmay ~~compliance~~be ~~with~~required ~~Nasdaq~~to ~~rules,~~institute ~~and~~burdensome ~~unless~~compliance ~~Nasdaq~~requirements ~~were~~and toour ~~grant~~activities usmay anbe ~~exemption~~restricted, ~~will~~which ~~likely~~may ~~lead~~make ~~Nasdaq~~it todifficult ~~suspend~~for ~~trading~~us into orcomplete ~~delist~~ our ~~securities.~~initial Business Combination; and

Our securities are listed on the Nasdaq Capital Market. Nasdaq IM-5101-2 requires that a SPAC complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement, which, in our case, would be November 4, 2024 (the “Nasdaq Deadline”). If we were to seek to further extend the Combination Period beyond November 4, 2024, our Combination Period would extend beyond the Nasdaq Deadline. Consequently, further extension of our Combination Period does not comply with Nasdaq rules. There is a risk that, even if an extension were approved by our stockholders, trading in our securities may be suspended and we may be subject to delisting by Nasdaq. We cannot assure you that (i) Nasdaq will not delist our securities in the event such an extension were approved and we do not complete one or more Business Combinations by the Nasdaq Deadline, (ii) we will be able to obtain a hearing with Nasdaq’s Hearings Panel to appeal the delisting determination, or (iii) our securities will not be suspended pending the Hearing Panel’s decision.

If Nasdaq delists any of our securities from trading and we are unable to list our securities on another national securities exchange, we expect our securities could potentially be quoted on an over-the-counter market. However, if this were to occur, we could face significant material adverse consequences.

Cyber incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with whom we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. Any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.

On January 24, 2024, the SEC adopted the 2024 SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC Business Combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for Business Combination registration statements

In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals.

Compliance with the 2024 SPAC Rules and related guidance may (i) increase the costs of and the time needed to negotiate and complete an initial Business Combination and (ii) constrain the circumstances under which we could affect our ability to complete an initial Business Combination.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.

The SEC‘s adopting release with respect to the 2024 SPAC Rules provided guidance relating to the potential status of SPACs as investment companies subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company is dependent on specific facts and circumstances and we can give no assurance that a claim will not be made that we have been operating as an unregistered investment company.

If• to mitigate the risk that we ~~are~~might be deemed to be an investment company ~~under~~for purposes of the Investment Company Act, ~~our~~on ~~activities~~October ~~may~~31, ~~be restricted~~2023, ~~including~~we ~~(i) restrictions~~instructed on the ~~nature~~trustee ofto ~~our~~liquidate the investments; held in the Trust Account and ~~(ii) restrictions~~instead onto hold the ~~issuance~~funds ofin ~~securities,~~the ~~each~~Trust ofAccount ~~which~~in ~~may~~an ~~make~~interest-bearing itdemand ~~difficult~~deposit ~~for~~account usat toa ~~complete~~bank until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our Public Stockholders would receive upon any redemption or our liquidation.

InOur ~~addition,~~Public weStockholders’ ~~may~~exercise ~~have~~of ~~imposed~~redemption ~~upon~~rights uswith ~~burdensome~~respect ~~requirements,~~to ~~including:~~a ~~(i) registration~~large asnumber anof ~~investment~~Public ~~company;~~Shares ~~(ii) adoption~~in ofconnection awith ~~specific~~the ~~form~~Extension ofmay ~~corporate~~affect ~~structure;~~our ~~and~~ability ~~(iii) reporting,~~to ~~record~~complete ~~keeping,~~an ~~voting,~~initial ~~proxy~~Business ~~and~~Combination ~~disclosure~~in ~~requirements~~the ~~and~~most ~~other~~desirable ~~rules~~manner ~~and~~that ~~regulations.~~will optimize the capital structure of the combined company, or at all.

InOver ~~order not to be regulated as an investment company under~~ the ~~Investment~~past ~~Company~~two ~~Act~~years, ~~unless~~the weredemption ~~can~~rate ~~qualify~~of ~~for~~shares anheld ~~exclusion,~~by wepublic ~~must~~stockholders ~~ensure~~of ~~that~~SPACs weat ~~are~~the ~~engaged~~time ~~primarily~~of in a ~~business~~stockholder ~~other~~meeting ~~than investing, reinvesting or trading in securities and~~ that ~~our~~approves ~~activities~~an doamendment ~~not~~to ~~include~~the ~~investing,~~charter ~~reinvesting,~~of ~~owning,~~the ~~holding~~SPAC or ~~trading~~the ~~“investment~~initial ~~securities”~~Business ~~constituting~~Combination ~~more than 40%~~ of ~~our~~the ~~total~~SPAC ~~assets~~has ~~(exclusive~~been ofvery ~~U.S.~~high, ~~government~~thereby ~~securities~~increasing ~~and~~the ~~cash~~likelihood ~~items)~~that onwe, antoo, ~~unconsolidated~~may ~~basis.~~be Wesubject ~~are~~to ~~mindful~~significant ofredemptions ~~the~~that ~~SEC’s~~may ~~investment~~affect ~~company~~our ~~definition~~ability ~~and guidance and intend~~ to complete an initial Business Combination ~~with an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold~~.

WeIn doconnection ~~not~~with ~~believe that our business activities will subject us to~~ the ~~Investment~~Extensions, ~~Company Act. To this end~~11,137,330 ~~the~~Public ~~proceeds~~Shares ~~held in the Trust Account~~ were ~~initially invested only in Treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act~~redeemed, ~~which~~thereby ~~invest~~reducing ~~only in direct Treasury obligations;~~ the ~~holding~~(x) number of ~~these~~outstanding ~~assets~~Public inShares ~~this form is intended~~ to be362,670 ~~temporary~~ and ~~for~~(y) total ~~the~~amount ~~sole~~held purpose of facilitating the intended Business Combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, onto ~~October 31~~$4, ~~2023~~078,045 we(before ~~instructed~~payment ~~Continental, as trustee~~ of ~~the~~any ~~Trust~~taxes ~~Account,~~paid toor ~~liquidate~~payable ~~the investments held in the Trust Account~~ and ~~instead~~as toof ~~hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a JPMorgan Chase Bank~~December 31, N2024).A.

~~Pursuant~~Due to the ~~Trust~~high ~~Agreement,~~rates ~~Continental~~of isredemptions ~~not~~of ~~permitted~~Public toShares ~~invest~~ in ~~securities~~connection orwith ~~assets~~stockholder ~~other~~votes ~~than~~on asextensions ~~described~~or ~~above.~~Business ByCombinations ~~restricting~~of ~~the~~SPACs, ~~investment~~we ofmay ~~the~~need ~~proceeds~~ to ~~these~~rely ~~instruments,~~upon ~~and~~significant byPIPE ~~having~~or aother ~~business~~outside ~~plan~~financing ~~targeted~~to atprovide ~~acquiring~~cash ~~and~~to ~~growing~~our ~~businesses~~post-Business ~~for~~Combination ~~the~~company. ~~long~~Obtaining ~~term~~financing ~~(rather~~in ~~than~~connection onwith ~~buying~~initial ~~and~~Business ~~selling~~Combinations ~~businesses in the manner~~ of aSPACs ~~merchant~~has ~~bank~~in orrecent ~~private~~times ~~equity~~been ~~fund)~~very difficult, wewith ~~intended~~many tofinancings ~~avoid~~available ~~being~~only ~~deemed~~on anterms ~~“investment~~that ~~company”~~are ~~within~~onerous to the ~~meaning~~surviving company of the ~~Investment~~Business ~~Company Act~~Combination. ~~Our~~The ~~Initial~~failure ~~Public~~to ~~Offering~~secure ~~was~~additional ~~not~~financing ~~intended~~on ~~for~~reasonable ~~persons~~terms ~~who~~could ~~were~~have ~~seeking~~ a ~~return~~material onadverse ~~investments~~effect inon ~~government~~the ~~securities~~continued development or ~~investment~~growth ~~securities.~~of ~~The~~the ~~Trust~~target ~~Account~~business. isNone ~~intended~~of ~~solely~~the asSponsor aor ~~temporary~~our ~~depository~~other ~~for~~stockholders ~~funds~~is ~~pending~~required ~~the~~to ~~earliest~~provide any financing to ~~occur~~us ~~of:~~in ~~(i) the~~connection ~~completion~~with ofor after our initial Business Combination;. ~~(ii)~~ Raising additional third-party financing may involve dilutive equity issuances or the ~~redemption~~incurrence of ~~any~~indebtedness ~~Public~~at ~~Shares~~higher ~~properly~~than ~~submitted~~desirable inlevels ~~connection~~or ~~with~~on aonerous ~~stockholder~~terms. ~~vote~~The toabove ~~amend~~considerations ~~our~~may ~~Amended~~limit ~~and~~our ~~Restated~~ability ~~Charter~~to ~~(x) in~~complete a ~~manner~~Business ~~that~~Combination ~~would~~in ~~affect~~ the ~~substance~~most ordesirable ~~timing~~manner ofthat ~~our~~will ~~obligation~~optimize tothe ~~redeem~~capital ~~100%~~structure of ~~our~~the ~~Public~~combined ~~Shares~~company, ifor at all. If we doare ~~not~~unable to complete ~~our~~an initial Business Combination, ~~within~~our ~~the~~Public ~~Combination~~Stockholders ~~Period;~~may oronly ~~(y) with~~receive ~~respect~~approximately to$11.24 ~~any~~per ~~other~~Public ~~provision~~Share ~~relating~~on to the ~~rights~~liquidation of ~~holders~~our ofTrust ~~shares~~Account of(before ~~our~~taxes ~~Class A~~payable ~~Common~~and ~~Stock~~up orto ~~pre-initial~~$100,000 ~~Business~~of ~~Combination~~interest ~~activity;~~to orpay ~~(iii)~~dissolution expenses, as of December ~~absent~~31, an2024), ~~initial~~and ~~Business~~our ~~Combination~~Warrants ~~within~~will ~~the~~expire ~~Combination~~worthless. ~~Period~~In certain circumstances, our ~~return~~Public ofStockholders ~~the~~may ~~funds~~receive ~~held~~less inthan ~~the~~$11.24 ~~Trust~~(before ~~Account~~taxes payable and up to ~~our~~$100,000 ~~Public~~of ~~Stockholders~~interest asto ~~part~~pay dissolution expenses, as of ~~our~~December 31, 2024) per Public Share on the redemption of ~~the~~their Public Shares.

WeFor ~~are~~additional ~~aware~~risks ofrelating ~~litigation~~to ~~claiming~~our ~~that~~operations, ~~certain~~other ~~SPACs~~than ~~should~~as beset ~~considered~~forth ~~investment~~above, ~~companies.~~see ~~Although~~the wesection ~~believe~~titled ~~that~~“Risk ~~these~~Factors” ~~claims~~contained ~~are~~in ~~without~~our ~~merit~~(i) IPO Registration Statement, we(ii) 2023 ~~cannot~~Annual ~~guarantee~~Report, ~~that~~2022 weAnnual ~~will~~Report ~~not~~and be2021 ~~deemed~~Annual toReport, be(iii) Quarterly anReport ~~investment~~on ~~company~~Form ~~and~~10-Q ~~thus~~for ~~subject~~the toquarter ended March 31, 2022, as filed with the ~~Investment~~SEC ~~Company~~on ~~Act.~~May 16, If2022, we(iv) our ~~were~~Quarterly ~~deemed~~Report toon beForm ~~subject~~10-Q tofor the ~~Investment~~quarter ~~Company~~ended ~~Act~~June 30, ~~compliance~~2022, as filed with ~~these~~the ~~additional~~SEC ~~regulatory~~on ~~burdens~~August 15, ~~would~~2022, ~~require~~(v) Quarterly ~~additional~~Report ~~expenses~~on Form 10-Q for ~~which~~the wequarter ~~have~~ended ~~not~~September 30, ~~allotted~~2022, ~~funds~~as ~~and~~filed ~~may~~with ~~hinder~~the ~~our~~SEC ~~ability~~on toNovember 14, ~~complete~~2022, an(vi) Quarterly ~~initial~~Report ~~Business~~on ~~Combination~~Form or10-Q ~~may~~for ~~result~~the inquarter ~~our~~ended ~~liquidation.~~March 31, If2023, weas ~~are~~filed ~~unable~~with tothe ~~complete~~SEC ~~our~~on ~~initial~~May 15, ~~Business~~2023, ~~Combination~~(vii) Quarterly Report on Form 10-Q for the quarter ended September 30, ~~our~~2023, ~~Public~~as ~~Stockholders~~filed ~~may~~with ~~receive~~the ~~only~~SEC ~~approximately~~on ~~$10.81~~November 21, ~~(before~~2023, (iviii) Quarterly ~~taxes~~Report ~~paid~~on orForm ~~payable~~10-Q ~~and~~for the quarter ended June 30, 2024, as filed with the SEC on August 14, 2024, (iiix) Quarterly ~~potential~~Report ~~dissolution~~on ~~expenses~~Form of10-Q upfor tothe ~~$100~~quarter ended September 30,~~000~~ 2024, as filed with the SEC on November 14, 2024 and (x) Definitive ~~per~~Proxy ~~Public~~Statement ~~Share~~on ~~upon~~Schedule 14A, as filed with the ~~liquidation~~SEC ofon ~~our~~October 4, ~~Trust~~2024. ~~Account~~Additional ~~and~~risks could arise that may also affect our ~~Warrants~~business ~~will~~or ~~expire~~ability ~~worthless~~to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

For ~~additional~~ risks ~~relating~~related to ~~our~~Flybondi ~~operations, other than as set forth above, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2022 Annual Report~~ and ~~2021 Annual Report, (iii) Quarterly Report on Form 10-Q for~~ the ~~quarter~~Flybondi ~~ended~~Business ~~March 31~~Combination, ~~2022,~~please assee ~~filed with~~ the ~~SEC~~Flybondi onRegistration May 16, 2022, (iv) our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the SEC on August 15, 2022, (v) Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the SEC on November 14, 2022, (vi) Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, as filed with the SEC on May 15, 2023, (vii) Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the SEC on November 21, 2023, and (viii) Definitive Proxy Statement ~~on Schedule 14A as filed with the SEC on October 20, 2023~~. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

For risks related to Flybondi and the Flybondi Business Combination, please see the Flybondi Registration Statement once filed.

Item 1B.

Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity.

AsAlthough, as a blank check company, we do not have any operations, ~~and~~we ~~our~~are ~~sole~~nonetheless ~~business~~subject ~~activity has been~~ to ~~search~~the ~~for~~risk ~~and~~of ~~consummate~~cybersecurity aincidents. ~~Business~~Among ~~Combination.~~other ~~However~~things, ~~because~~the ~~we have~~ investments in our Trust Account and bank deposits may be vulnerable to such incidents, and we may depend on the digital technologies of third parties,. weWe and third parties may be subject to cybersecurity attacks on or security breaches. inTo ~~our~~the orextent ~~their~~that ~~systems.~~we ~~Because~~rely ~~of our reliance~~ on the technologies of third parties, we ~~also~~ depend upon the personnel and the processes of such third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, the Management Team will report to the Board of Directors and provide updates on the Management Team’s incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our Initial Public Offering.

Table of Contents

against cybersecurity incidents, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, our Management Team will report to the Board of Directors and provide updates on the Management Team’s incident response plan for addressing and mitigating any risks associated with such an incident. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our Initial Public Offering. In addition to our own cybersecurity risks, any proposed Business Combination target, such as F

lybond

i, may have been subject to, or may in the future be subject to, cybersecurity incidents.

Item 2.

Properties.

Our executive offices are located at ~~667~~1330 ~~Madison~~ Avenue of the Americas, ~~5th~~23rd ~~floor~~Floor, New York, New York ~~10065 and 152 Elizabeth Street~~10019, ~~Melbourne, Victoria, 3000, Australia,~~ and our telephone number is (212) 209-6132. The cost for our use of this space is included in the $20,000 per month fee we pay to our Sponsor for office space, administrative and shared personnel support services, pursuant to the Services Agreement. We consider our current office space adequate for our current operations.

Item 3.

Legal Proceedings.

To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 4.

Mine Safety Disclosures.

Not applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

(a) Market Information

Our Units, ~~Public~~commenced ~~Shares~~public ~~and~~trading ~~Public~~on ~~Warrants~~November 3, ~~are~~2021 ~~each traded~~ on the Nasdaq ~~Capital~~Global Market, ~~under~~and ~~the~~our ~~symbols~~Public ~~“INTEU”,~~Shares ~~“INTE”,~~ and ~~“INTEW”,~~Public ~~respectively.~~Warrants ~~Our Units~~ commenced separate public trading on ~~November~~December 316, 2021 on the Nasdaq Global Market,. ~~and~~Our ~~our~~Units, Public Shares and Public Warrants ~~commenced~~were ~~separate~~each ~~public~~traded ~~trading~~under onthe symbols “INTEU”, “INTE”, and “INTEW”, respectively. On December 1621, ~~2021~~2023, onthe Company’s securities were transferred to the Nasdaq ~~Global~~Capital Market.

On ~~June~~November 284, ~~2023,~~2024 we received a letter from the ~~First~~Listing Qualifications Department of Nasdaq, ~~Notice~~which ~~from~~stated ~~the~~that Nasdaq Staff ~~notifying~~had usdetermined that, ~~for~~(i) our ~~the~~securities ~~prior~~would 30be ~~consecutive~~delisted ~~business~~from ~~days~~Nasdaq, (ii) trading of our ~~MVLS~~Class A ~~was~~Common ~~below~~Stock, Public Warrants, and Units would be suspended at the ~~minimum~~opening of ~~$50~~business on November ~~million~~11, ~~required~~2024 ~~for~~and ~~continued~~(iii) a Form 25-NSE would be filed with the SEC, which would remove our securities from listing and registration on Nasdaq. ~~pursuant~~Under tothe Nasdaq 36 Month Requirement, a SPAC must complete one or more Business Combinations within 36 months of the ~~Market~~effectiveness ~~Value~~of ~~Standard~~its initial public offering registration statement. ~~This~~Since ~~notification~~we ~~had~~failed noto ~~immediate~~complete ~~effect~~a onBusiness Combination by November 2, 2024, the ~~listing~~Nasdaq orStaff ~~trading~~concluded ofthat we did not comply with the Nasdaq 36 Month Requirement and our securities onwere ~~Nasdaq~~subject to delisting. On November 11, 2024, our securities were delisted; however, as of the date of this Report, the Form 25-NSE has not yet been filed.

InFollowing ~~accordance~~the ~~with~~suspension ~~Nasdaq~~of ~~Listing~~trading ~~Rule~~on ~~5810(c)(3)(C)~~Nasdaq, weour ~~had~~Class A aCommon ~~period of 180 calendar days~~Stock, orPublic ~~until December 26~~Warrants, ~~2023,~~and toUnits ~~regain~~are ~~compliance~~quoted ~~with~~on the ~~Market~~Pink ~~Value~~Open ~~Standard.~~Market ~~The First Nasdaq Notice stated that to regain compliance, our MVLS must close at $50 million or more for a minimum~~ of ~~ten consecutive business days during~~ the ~~Nasdaq~~OTC ~~Compliance Period, at which time Nasdaq would provide written notification we had achieved compliance~~ under the ~~Market~~symbols ~~Value~~“INTEU,” ~~Standard~~“INTE” and ~~the~~“INTEW,” ~~matter would be closed~~respectively.

OnThe ~~October 24,~~delisting ~~2023,~~from weNasdaq ~~received~~and the ~~Second~~commencement ~~Nasdaq~~of ~~Notice~~trading ~~from~~on the ~~Nasdaq~~OTC ~~Staff~~does ~~indicating that we were~~ not inaffect ~~compliance with~~ the ~~Minimum~~Flybondi ~~Total~~Business ~~Holders Rule~~Combination, ~~which~~as ~~requires~~the usparties continue to ~~maintain~~work atto ~~least~~effectuate ~~400~~the ~~total~~completion ~~holders~~of ~~for continued listing on~~ the ~~Nasdaq~~Flybondi ~~Global~~Business ~~Market~~Combination. The ~~Notice~~combined ~~was~~company, ~~only~~which awill ~~notification~~be ofFlybondi ~~deficiency~~Holdings plc, ~~not~~has ofapplied ~~imminent~~for ~~delisting,~~listing ~~and~~of ~~had~~its nosecurities ~~immediate~~on ~~effect~~Nasdaq onin ~~the~~connection ~~listing~~with orthe ~~trading~~completion of ~~our securities on~~ the ~~Nasdaq~~Business ~~Global Market~~Combination.

InWe ~~accordance~~will ~~with~~remain ~~Nasdaq~~a ~~Listing~~reporting ~~Rule~~entity ~~5810I(2)(A)(i),~~under the ~~Second~~Exchange ~~Nasdaq Notice stated that we had 45 calendar days~~Act, orwith ~~until~~respect ~~December 8, 2023,~~ to ~~submit~~continued adisclosure ~~plan~~of tofinancial ~~regain~~and ~~compliance~~operational ~~with the Minimum Total Holders Rule~~information.

On December 7, 2023, we applied to transfer our securities from the Nasdaq Global Market to the Nasdaq Capital Market. On December 18, 2023, we received a letter from the Nasdaq Staff approving our application to list our securities on the Nasdaq Capital Market. Our 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.

(b) Holders

On ~~April~~February 1118, ~~2023~~2025, there was one holder of record of our Units, three holders of record of shares of our Class A Common Stock, and two holders of record of our Warrants.

We have not paid any cash dividends on our Common Stock to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

None.

(e) ~~Recent~~Performance ~~Sales~~Graph ~~of Unregistered Securities~~

~~Following~~As ~~the~~a ~~approval~~smaller ofreporting ~~the Founder Share Amendment Proposal at the Second Special Meeting~~company, ~~on November 3, 2023,~~ we issued an aggregate of 2,874,999 shares of our Class A Common Stock (consisting of 2,824,999 shares to our Sponsor and 50,000 shares to an Anchor Investor) upon the conversion of an equal number of shares of our Class B Common Stock, held by our 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~~not torequired ~~the same restrictions as applied~~ to ~~the~~provide ~~Class B Common Stock before~~ the ~~Founder~~information ~~Share~~required 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; consequently, the shares of Class A Common Stock issued in connection with the Founder Share Conversion are not registered under the Securities Act and will remain unregistered until registration is demanded by ~~the~~Regulation ~~Sponsor~~S-K ~~pursuant to the Letter Agreement~~Item 201(e). Following the Founder Share Conversion and the redemptions in connection with the approval of the Charter Amendment Proposals, 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 the result, our Sponsor holds approximately 69.4% of the issued and outstanding Class A Common Stock.

(f) Recent Sales of Unregistered Securities

There were no sales of unregistered securities during the fiscal year covered by the Report. However, on November 3, 2023, following the approval of the Founder Share Amendment Proposal at the Second Special Meeting, we issued an aggregate of 2,874,999 shares of our Class A Common Stock (consisting of 2,824,999 shares to our Sponsor and 50,000 shares to an Anchor Investor), upon the

conversion of an equal number of Class B Ordinary Shares held by the Sponsor and such Anchor Investor in the Founder Share Conversion. 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 Ordinary Shares before the Founder Share Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the IPO Registration Statement; consequently, the shares of Class A Common Stock issued in connection with the Founder Share Conversion are not registered under the Securities Act and will remain unregistered until registration is demanded by the Sponsor or such Anchor Investor pursuant to the Letter Agreement. Following the Founder Share Conversion and the redemptions in connection with the Extensions, there were 3,237,669 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding, and (ii) the Sponsor held 87.3% of the outstanding shares of Class A Common Stock. For more information on the Founder Share Conversion and the Founder Shares’ transfer restrictions, see Item 1. “Business.”

(f) Use of Proceeds from the Initial Public Offering

For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on April 1, 2022. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

On October 31, 2023, we 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~~our ~~stockholders~~Public Stockholders, as described elsewhere in this Report. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

(g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On ~~May~~October 331, ~~2023~~2024, we held the ~~First~~Third Special Meeting., Atat ~~the First Special Meeting~~which, our stockholders approved, among other things, the ~~First~~Third Extension Amendment Proposal, which extended the date we had to consummate an initial Business Combination from ~~May~~November 5, ~~2023~~2024 to November 35, ~~2023~~2025, on a monthly basis (or such earlier date as determined by the Board). In connection with the vote to approve the ~~First~~Third Extension Amendment Proposal, ~~Public~~stockholders ~~Stockholders~~ holding 8835,~~470,059~~672 Public Shares properly exercised their right to redeem such ~~shares~~Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $~~87,843,748~~9.5 million (approximately $1011.3741 per share) was removed from the Trust Account to pay such redeeming Public Stockholders.

OnThe ~~November 2,~~following ~~2023,~~table wecontains ~~held~~monthly ~~the~~information ~~Second~~about ~~Special Meeting, at which our stockholders approved, among other things,~~ the ~~Charter~~repurchases ~~Amendment Proposals. Following approval~~ of ~~the Second Extension Amendment Proposal,~~ our ~~Combination~~equity ~~Period~~securities ~~was~~for ~~extended~~the ~~from~~three ~~November 3,~~months ~~2023~~ended ~~to November~~December 531, 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.

The following table contains monthly information about the repurchases of our equity securities for the three months ended December 31, 2023:


Period	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
October 1 – October 31, 2024		835,672	$	11.41		—		—
November 1 – November 30, 2024		—		—		—		—
December 1 – December 31, 2024		—		—		—		—

Period	(a) Totalnumber ofshares (or units)purchased		(b) Average pricepaid per share(or unit)		(c) Total number ofshares (or units)purchased as part ofpublicly announcedplans or programs		(d) Maximum number(or approximate dollarvalue) of shares (orunits) that may yet bepurchased under theplans or programs
October 1 – October 31, 2023		—		—		—		—
November 1 – November 30, 2023		1,831,599	$	10.79		—		—
December 1 – December 31, 2023		—		—		—		—

Item 6.

[Reserved]

Item 7.

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

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report.

Overview

We are a blank check company incorporated on February 16, 2021 as a Delaware corporation and formed for the purpose of effecting a Business Combination.

Our 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, we consummated our Initial Public Offering of 11,500,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 1,500,000 Units, at a purchase price of $10.00 per Unit.

Simultaneously with the closing of the Initial Public Offering, we completed the private sale 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 us of $4,950,000.

Upon the closing of the Initial Public Offering, Management agreed that an amount equal to at least $10.15 per Unit sold in the Initial Public Offering, including the proceeds of the Private Placement, would be held in the Trust Account with Continental acting as trustee, and would be initially invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct Treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay taxes, if any, the proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Public Shares if we are unable to complete an initial Business Combination within the Combination Period, subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a stockholder vote to amend the Amended and Restated Charter to modify the substance or timing of our obligation to redeem 100% of the Public Shares if we have not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our Public Stockholders.

If we are unable to complete the initial Business Combination within the Combination Period, we 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 our remaining stockholders and the Board of Directors, liquidate and dissolve, subject, in each case, to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable laws.

Recent Developments

~~Flybondi~~Since ~~Business~~December 31, 2024 through the date of this Report, an aggregate of $21,760 has been deposited into the Trust Account to extend the Combination Period to March 5, 2025 under the Third Extension Promissory Note.

On October 19, 2023, we 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.

and (ii) we will merge with and into Merger Sub, with us continuing as the surviving entity and as a wholly-owned subsidiary of FB Parent, and each of our 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.

~~For~~We record uncertain tax positions in accordance with ASC 740 on the basis of a ~~full~~two-step ~~description~~process in which (i) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the ~~Flybondi~~technical ~~Business~~merits ~~Combination~~of ~~Agreement~~the position and (ii) for those tax positions that meet the ~~proposed~~more-likely-than-not ~~Flybondi~~recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Our operations included those activities necessary to consummate a Business Combination. As such, ~~please~~we ~~see~~deducted ~~“Item~~startup 1and operating costs for tax return purposes. ~~Business”~~As a result, we recognized a reserve for uncertain tax positions on the balance sheet. At December 31, 2024 and 2023, we reported $371,214 and $0 on the balance sheet of the financial statements contained elsewhere in this Report for this uncertainty. In January 2025, we amended our 2023 corporate tax return.

~~Extension~~Flybondi ofBusiness ~~our~~ Combination ~~Period~~

On July 2, 2024, we entered into the Novation Agreement with FB Parent, Merger Sub, Flybondi, FB Parent Holdings and the Sellers, pursuant to which the Flybondi Business Combination Agreement was amended to substitute FB Parent for FB Parent Holdings therein.

On October 1, 2024, the parties to the Flybondi Business Combination Agreement entered into an amendment to the Business Combination Agreement to extend the Agreement End Date (as defined in the Flybondi Business Combination Agreement) from November 1, 2024 to March 31, 2025.

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) we will merge with and into Merger Sub, with us continuing as the surviving entity and as a wholly-owned subsidiary of FB Parent, and each of our 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.

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

Extensions of our Combination Period

In connection with the approval of the First Extension Amendment Proposal, we 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 our liquidation. Additionally, we 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 us 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 our liquidation or (ii) Public Shareholders who elect to have their Pubic Shares redeemed in connection with the consummation of the Business Combination.

InOn ~~connection~~October 31, ~~with the approval of the Charter Amendment Proposals~~2024, we ~~issued~~held the ~~Second~~Third ~~Extension~~Special ~~Promissory~~Meeting, ~~Note~~at inwhich ~~the~~our ~~aggregate~~stockholders ~~principal~~approved, ~~amount~~among ofother ~~up to $359~~things,~~503~~ to the ~~Sponsor.~~Third ~~The Second~~ Extension ~~Promissory~~Amendment ~~Note~~Proposal, ~~bears~~which noextended ~~interest and is repayable in full upon~~ the date ofwe ~~the~~had ~~consummation~~to ofconsummate ~~the~~an ~~Initial~~initial Business Combination orfrom ~~our liquidation. Additionally~~November 5, we2024 ~~will~~to ~~deposit~~November 5, ~~$29~~2025,~~959~~ ~~into~~on ~~the~~a ~~Trust~~monthly ~~Account~~basis ~~for~~(or ~~each~~such ~~calendar~~earlier ~~month~~date ~~(commencing~~as ondetermined ~~November 8,~~by ~~2023~~the ~~and~~Board). ~~ending~~In onconnection with the ~~5th~~vote ~~day~~to ofapprove ~~each~~the ~~subsequent~~Third ~~month)~~Extension Amendment Proposal, orstockholders ~~portion~~holding ~~thereof~~835,672 ~~that~~Public isShares ~~needed~~properly byexercised ustheir right to ~~complete~~redeem ansuch ~~initial~~shares ~~Business~~for ~~Combination~~a ~~until~~pro ~~November 5,~~rata ~~2024,~~portion ~~and~~of ~~such~~the ~~amount~~funds ~~will~~in bethe ~~distributed~~Trust ~~either~~Account. ~~to:~~As ~~(i) Public~~a ~~Shareholders~~result, ~~who~~$9,538,763 ~~elect~~(approximately to$11.41 ~~have~~per ~~their~~share) ~~Pubic~~was ~~Shares~~removed ~~redeemed~~from inthe ~~connection~~Trust ~~with~~Account ~~the~~to ~~consummation~~pay ofsuch ~~the~~redeeming ~~Business Combination~~stockholders.

We may seek to further extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension would require the approval of our Public Stockholders, who will be provided the opportunity to redeem all or a portion of their Public Shares. ~~Such~~in ~~redemptions~~connection ~~will~~with ~~likely~~the ~~have~~vote aon ~~material~~such ~~adverse~~approval. ~~effect~~Such onredemptions will decrease the amount held in our Trust Account, ~~our capitalization, principal stockholders~~ and ~~other impacts on~~ our ~~Company or Management Team, such as our ability to maintain our listing on the Nasdaq Capital Market~~capitalization.

Founder Share Conversion

Following the approval of the Founder Share Amendment Proposal at the Second Special Meeting, on November 3, 2023, we issued an aggregate of 2,874,999 shares of our Class A Common Stock (consisting of 2,824,999 shares to our Sponsor and 50,000 shares to an Anchor Investor) upon the conversion of an equal number of shares of our Class B Common Stock, held by our 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 and the redemptions in connection with the approval of the Charter Amendment Proposals, 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 the result, our Sponsor holds approximately 69.4% of the issued and outstanding Class A Common Stock.

Founder Share Conversion

Following the approval of the Founder Share Amendment Proposal at the Second Special Meeting, on November 3, 2023, we issued an aggregate of 2,874,999 shares of our Class A Common Stock (consisting of 2,824,999 shares to our Sponsor and 50,000 shares to an Anchor Investor) upon the conversion of an equal number of shares of our Class B Common Stock, held by our 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 and the redemptions in connection with the Extensions, there were 3,237,669 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding. As a result, our Sponsor holds approximately 87.3% of the issued and outstanding Class A Common Stock.

Results of Operations

As of December 31, ~~2023~~2024, we had not commenced any operations. All activity for the period from February 16, 2021 (inception) through December 31, ~~2023~~2024 relates to our formation and the Initial Public Offering and, since the closing of the Initial Public Offering, the search for a prospective and ~~consummating~~consummation of an initial Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and held in our Trust Account. We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, ~~2023~~2024, we had net ~~income~~loss of $1,~~527~~242,~~595~~758, which consisted of operating costs of $~~2,414,736, an unrealized loss on the change in the fair value of the FPA of $~~1,~~696~~669,~~965~~167 and provision ~~from~~for income tax of $~~497~~179,~~003~~920, partially offset by interest income from the Trust Account of $2606,~~742,369~~329.

For the year ended December 31, ~~2022~~2023, we had net ~~loss~~income of $1,~~442~~527,~~314~~595, which consisted of aoperating ~~loss~~costs ~~from operations~~ of $12,~~120~~414,~~668~~736, ~~provision for income taxes of $269,197 and~~ an unrealized ~~loss~~gain on the change in the fair value of the ~~FPA~~FPAs of $1,~~700~~696,~~783,~~965 ~~partially~~and ~~offset~~provision byfrom anincome ~~unrealized~~tax ~~gain in the Trust Account~~ of $~~376~~497,~~801~~003, ~~and~~partially offset by interest income from the Trust Account of $12,~~271~~742,~~533~~369.

Factors That May Adversely Affect our Results of Operations

Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Liquidity, Capital Resources and Going Concern

As of December 31, ~~2023~~2024, we had $75146,~~891~~565 in our operating bank account, and a working capital deficit of $34,~~274~~372,~~174~~904.

Prior to the completion of the Initial Public Offering, our liquidity needs ~~had~~were ~~been~~ satisfied through (i) a loan under the IPO Promissory Note issued to 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 Initial Public Offering, our liquidity needs have been satisfied through the issuance of the Private Placement Warrants, which generated gross proceeds of $4,950,000, the 2023 Promissory Note and the 2024 Promissory Note.

~~On May 8, 2023, we issued the First~~ Extension Promissory ~~Note~~Notes to the Sponsor in an amount of up to $630,000, pursuant to which the Sponsor agreed to loan us up to $630,000. Pursuant to the First Extension Promissory Note, $105,000 was deposited into the Trust Account per month, beginning on May 8, 2023 through November 3, 2023, for the benefit of the Public Stockholders who did not redeem their Public Shares in connection with the First Extension. The First Extension Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate a Business Combination and (ii) the date of our liquidation. As of December 31, 2023 and 2022, we had borrowings of $355,000 and $0, respectively, under the First Extension Promissory Note.

OnIn ~~November 8,~~connection ~~2023,~~with ~~we issued~~ the ~~Second~~approval ~~Extension~~of ~~Promissory Note in~~ the ~~aggregate~~First ~~principal~~Extension ~~amount~~Amendment ofProposal upat ~~to $359,503 to~~ the ~~Sponsor,~~First ~~pursuant~~Special ~~to which the Sponsor agreed to loan to us up to $359~~Meeting,~~503.~~ ~~Pursuant~~we toissued the First Extension Promissory Note, ~~$29,959 is to be deposited into the Trust Account per month, beginning~~ on ~~November~~May 8, 2023 ~~through~~in ~~November 5,~~the ~~2024,~~aggregate ~~for~~principal ~~the~~amount ~~benefit~~ of ~~the~~up ~~Public~~to ~~Stockholders~~$630,000 ~~who~~to ~~did not redeem their Public Shares in connection with~~ the ~~Second Extension~~Sponsor. The ~~Second~~First Extension Promissory Note bears no interest and is ~~due~~repayable ~~and~~in ~~payable~~full upon the earlier to occur of (i) the date on which we consummate a Business Combination and (ii) the date of our liquidation. ~~At December 31~~Additionally, ~~2023~~we ~~and~~agreed ~~2022,~~to wemake ~~had~~monthly ~~borrowings~~deposits of $59105,~~917~~000 ~~and~~into ~~$0, respectively, under~~ the ~~Second~~Trust ~~Extension~~Account ~~Promissory~~for ~~Note.~~

As of December 31, 2023, we had paid $689,917 into the Trust Account to fund the First Extension and the Second Extension.

In each ~~addition,~~calendar inmonth ~~order~~(commencing toon ~~finance transaction costs in connection with an intended initial Business Combination~~May 8, ~~our~~2023) ~~Sponsor~~ or anportion ~~affiliate of our Sponsor or certain of our officers and directors may~~thereof, ~~but~~that ~~are~~was ~~not~~needed ~~obligated~~by ~~to, loan~~ us ~~Working~~to ~~Capital Loans as may be required on a non-interest basis. If we~~ complete an initial Business Combination, weuntil ~~would~~November 3, ~~repay~~2023, and such ~~Working~~amount ~~Capital~~will ~~Loans.~~be Indistributed ~~the~~either ~~event~~to: ~~that~~(i) all ~~the initial Business Combination does not close, we may use a portion~~ of the ~~working~~holders ~~capital~~of ~~held~~Public ~~outside~~Shares ~~the~~upon ~~Trust Account to repay such loaned amounts but no proceeds from~~ our ~~Trust~~liquidation ~~Account~~or ~~would~~(ii) Public beStockholders ~~used~~who ~~for~~elect ~~such repayment. Up~~ to ~~$1,500,000~~have oftheir ~~such~~Pubic ~~Working~~Shares ~~Capital~~redeemed ~~Loans~~in ~~may~~connection bewith ~~convertible~~the ~~into~~consummation ~~Warrants~~ of the ~~post~~ Business Combination ~~entity at a price of $1~~.00 ~~per~~At ~~warrant~~December 31, at2024 ~~the~~and ~~option of the lender. The warrants would be identical to the Private Placement Warrants. Prior to the completion of our initial Business Combination~~2023, we dohad ~~not~~$355,000 ~~expect to seek loans from parties other than our Sponsor or an affiliate~~ of ~~our~~borrowings ~~Sponsor~~under asthe weFirst doExtension ~~not~~Promissory ~~believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account~~Note.

OnIn ~~July 10,~~connection ~~2023~~with the approval of the Charter Amendment Proposals at the Second Special Meeting, we issued the ~~WCL~~Second Extension Promissory Note toon ~~the~~November 8, ~~Sponsor~~2023 in anthe aggregate principal amount of up to $1359,~~500,000~~503 into ~~connection~~the ~~with such Working Capital Loans~~Sponsor. The ~~WCL~~Second Extension Promissory Note bears no interest and is ~~due~~repayable ~~and~~in ~~payable~~full upon the earlier to occur of (i) the date on which we consummate a Business Combination and (ii) the date of our liquidation. Additionally, atwe ~~the~~will ~~option~~continue ofto ~~the~~deposit ~~Sponsor~~$29,959 into the ~~unpaid~~Trust ~~principle~~Account ~~may~~for beeach ~~converted~~calendar ~~into~~month ~~warrants~~(commencing aton aNovember 8, ~~conversion~~2023 ~~price~~and ofending ~~$1.00~~on ~~per~~the ~~warrant.~~5th ~~Such~~day ~~warrants~~of ~~would~~each besubsequent ~~identical~~month), toor ~~the~~portion ~~Private~~thereof, ~~Placement~~that ~~Warrants.~~is Inneeded ~~the~~by ~~event~~us ~~that~~to ~~the~~complete an initial Business Combination ~~does~~until ~~not~~November 5, ~~close~~2024, weand ~~may~~such ~~use~~amount awill ~~portion~~be distributed either to: (i) all of the ~~working~~holders ~~capital~~of ~~held~~Public ~~outside~~Shares ~~the~~upon ~~Trust~~our ~~Account~~liquidation toor ~~repay~~(ii) holders ~~the~~of ~~Working~~Public ~~Capital~~Shares ~~Loans~~who ~~but~~elect noto ~~proceeds~~have ~~from~~their ~~the~~Public ~~Trust~~Shares ~~Account~~redeemed ~~would~~in beconnection ~~used~~with tothe ~~repay~~consummation of the ~~Working~~initial ~~Capital~~Business ~~Loans~~Combination. AsAt of December 31, ~~2023~~2024 and ~~2022~~2023, we ~~owed~~had $~~910~~359,~~083~~503 and $059,917, respectively, of borrowings under the ~~WCL~~Second Extension Promissory Note.

OnIn ~~October 31,~~connection ~~2023,~~with wethe ~~instructed~~approval ~~Continental~~of tothe ~~liquidate~~Third ~~the~~Extension ~~investments~~Amendment ~~held~~Proposal inat the ~~Trust~~Third ~~Account~~Special ~~and~~Meeting, ~~instead~~we toissued ~~hold~~ the ~~funds~~Third inExtension ~~the~~Promissory ~~Trust~~Note ~~Account~~on inNovember 6, an2024 ~~interest-bearing~~in ~~demand~~the ~~deposit~~aggregate ~~account~~principal atamount ~~JPMorgan~~of ~~Chase~~up ~~Bank~~to $130,561 Nto the Sponsor.~~A.,~~ ~~with~~The ~~Continental~~Third ~~continuing~~Extension toPromissory ~~act~~Note asbears ~~trustee,~~no ~~until~~interest and is repayable in full upon the earlier to occur of: (i) the ~~consummation~~date ofon which we consummate a Business Combination orand (ii) the ~~distribution~~date of ~~the~~our ~~Trust~~liquidation. ~~Account~~Additionally, we have deposited and will continue to ~~the~~deposit ~~stockholders~~$10,880 asinto ~~described~~the ~~elsewhere~~Trust inAccount ~~this~~for ~~Report.~~each Ascalendar amonth ~~result~~(commencing on November 6, ~~following~~2024 and ending on the ~~liquidation~~5th day of ~~investments~~each insubsequent ~~the~~month), ~~Trust~~or ~~Account~~portion thereof, ~~the~~that ~~remaining~~is ~~proceeds~~needed ~~from~~by ~~the~~us ~~Initial~~to ~~Public~~complete ~~Offering~~an initial Business Combination until November 5, 2025, and ~~Private~~such ~~Placement~~amount ~~are~~will nobe ~~longer~~distributed ~~invested~~either into: ~~U.S.~~(i) all ~~government~~of ~~securities~~the holders of Public Shares upon our liquidation or ~~money~~(ii) holders ~~market~~of ~~funds~~Public ~~invested~~Shares who elect to have their Public Shares redeemed in Uconnection with the consummation of the initial Business Combination.S. ~~government~~At ~~securities~~December 31, 2024, we had $21,760 of borrowings under the Third Extension Promissory Note.

InThrough ~~connection with our assessment of going concern considerations in accordance with FASB ASU Topic 2014-15~~December 31, ~~“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”~~2024, ~~Management has determined that the mandatory liquidation and subsequent dissolution, should~~ we behad ~~unable~~deposited toan ~~complete~~aggregate aof ~~Business Combination within the Combination Period~~$1, ~~and insufficient cash~~011,263 ~~raises substantial doubt about our ability~~ to ~~continue~~fund ~~as a going concern. Following~~ the ~~Second~~Trust ~~Special~~Account ~~Meeting,~~under we have until November 5, 2024 to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the ~~carrying~~Extension ~~amounts~~Promissory ~~of assets or liabilities should we be required to liquidate after the end of the Combination Period~~Notes.

Working Capital Promissory Notes

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required on a non-interest basis. If we complete an initial Business Combination, we would repay such Working Capital Loans. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

On July 10, 2023, we issued the 2023 Promissory Note to the Sponsor in an amount of up to $1,500,000 in connection with the convertible Working Capital Loans. The 2023 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate a Business Combination and (ii) the date of our liquidation. Additionally, at the option of the Sponsor, the unpaid principle may be converted into warrants at a conversion price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay the convertible Working Capital Loans, but no proceeds from the Trust Account would be used to repay the convertible Working Capital Loans. As of December 31, 2024 and 2023, we owed $1,500,000 and $910,083, respectively, under the 2023 Promissory Note and reported the amounts as “Working Capital Loans – convertible” on the balance sheets of the financial statements contained elsewhere in this Report.

On September 12, 2024, we issued the 2024 Promissory Note in the aggregate principal amount of up to $3,000,000 to the Sponsor. The 2024 Promissory Note was issued in connection with advances the Sponsor has made, and may make in the future, to us for working

capital and transaction expenses. The 2024 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummates our initial Business Combination and (ii) the date our winding up is effective. At December 31, 2024 we had $531,493 of borrowings under the 2024 Promissory Note.

Excise Tax Liability

Included on the balance sheet at December 31, 2023 balance sheet of the financial statements contained elsewhere in this Report is $900,000 of cash released to us by the Cartesian Escrow Parties for the payment of our Excise Tax liability. Such amount was released to us solely for the purpose of paying our Excise Tax liability and (i) under conditions as stipulated in the Flybondi Business Combination Agreement and (ii) was held by us in a segregated bank account. On October 23, 2024, we filed our 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, along with other funds from our Company.

Demand Deposit Account Transfer

On October 31, 2023, we 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) our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

Going Concern

In connection with our assessment of going concern considerations in accordance with ASU 2014-15, Management has determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a Business Combination within the Combination Period, and insufficient cash, raises substantial doubt about our ability to continue as a going concern. Following the Third Special Meeting and approval of the Third Extension Amendment Proposal, we have until November 5, 2025 to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of our Company. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the end of the Combination Period.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

~~Administrative~~ Services Agreement

On November 2, 2021, we agreed to pay the Sponsor a total of $20,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Services Agreement. Upon completion of the Business Combination or our liquidation, we will cease paying these monthly fees. Total administrative ~~fees~~fee for the ~~year~~years ended December 31, ~~2023~~2024 and ~~2022~~2023 are $240,000 ~~and $220~~,~~000~~ respectively. At December 31, ~~2023~~2024 and ~~2022~~2023, $80120,000 and $080,000 is reported ~~in accrued expenses~~ on the balance sheets ~~included~~of in the financial statements contained elsewhere in this Report as due to the Sponsor for the administrative fees due, respectively.

Registration Rights Agreement

Pursuant to the Registration Rights Agreement, the holders of the (i) Founder Shares, (ii) Private Placement Warrants, and (iii) warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their underlying securities, as applicable) ~~will~~ have registration rights to require us to register a sale of any of our securities held by them prior to the consummation of our initial Business Combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

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Consulting and Advisory Services

On May 28, 2021, we entered into a letter agreement with J.V.B., pursuant to which, we engaged Cohen & Company ~~agreed~~ to provide consulting and advisory services in connection with the Initial Public Offering in return for a transaction fee to be paid to J.V.B. in an amount equal to 10.0% of the aggregate underwriting discount and commissions earned by the underwriters in connection with the Initial Public Offering to be paid simultaneously with the actual payment of such underwriting discount and commissions to the underwriters upon (i) the closing of the Initial Public Offering and (ii) the completion of the initial Business Combination. J.V.B. was one of the Anchor Investors that purchased Units in the Initial Public Offering and became a member of the Sponsor at the closing of our Initial Public Offering, and holds an indirect interest in a specified number of the Founder Shares held by the Sponsor.

On November 4, 2021, we paid J.V.B. $85,000 in cash from funds outside of the Trust Account. Funds due to J.V.B. upon the completion of the initial Business Combination ($605,000 in the aggregate) were to be paid by the underwriters of the Initial Public Offering.

On November 9, 2023, our Company and J.V.B. mutually agreed to terminate this arrangement. No further transactions fees will be payable to J.V.B. under this engagement of services.

Underwriter Agreement

The underwriters of the Initial Public Offering were entitled to a deferred underwriting commission of $0.50 on the first 10,000,000 Units sold in the Initial Public Offering and $0.70 per Unit per Unit sold thereafter, or $6,050,000 in the aggregate. On August 28, 2023, the underwriters waived any right to receive the deferred underwriting commission and will therefore receive no additional underwriting commissions in connection with the Flybondi Business Combination. As a result, $6,050,000 was recorded to accumulated deficit in relation to the reduction of the deferred underwriter fee. As of December 31, ~~2023~~2024 and ~~2022~~2023, the deferred underwriting fee is $0 ~~and $6,050,000, respectively~~.

We comply with ASC 405 and derecognized the deferred underwriting commission liability upon being released of the obligation by the underwriters. To account for the waiver of the deferred underwriting commission, we reduced the deferred underwriter commission liability to $0 and reversed the previously recorded cost of issuing the instruments in the Initial Public Offering, which included a reduction in the accumulated deficit and increased income available to Class B Common Stock by $6,050,000, which was previously allocated to the Class A Common Stock subject to redemption and accretion recognized at the date of the Initial Public Offering.

Anchor Investment

The Anchor Investors purchased an aggregate of approximately $60.8 million of the Units in the Initial Public Offering at the public offering price. There can be no assurance that the Anchor Investors will retain their Units prior to or upon the consummation of the initial Business Combination. In addition, none of the Anchor Investors has any obligation to vote any of their Public Shares in favor of the initial Business Combination.

The Anchor Investors have not been granted any stockholder or other rights that are in addition to those granted to our other Public Stockholders, and were only issued equity interests in our Sponsor, with no right to control our Sponsor or vote or dispose of any securities held by our Sponsor. Further, unlike some anchor investor arrangements of other blank check companies, the Anchor Investors are not required to (i) hold any Units, Class A Common Stock or Public Warrants they may have purchased in the Initial Public Offering or thereafter for any amount of time, (ii) vote any shares of Class A Common Stock they may own at the applicable time in favor of our initial Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of our initial Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to any Public Shares they hold as the rights afforded to our other Public Stockholders.

Forward Purchase Agreements

On August 23, 2021, pursuant to the FPAs, Crescent Park, which is one of ~~our~~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.

3031

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.

On December 8, 2023 and December 12, 2023, we and each of Carnegie Park and Crescent Park entered into the FPA Termination Agreements to mutually terminate and cancel the FPAs.

Critical Accounting Estimates and Policies

Warrants

We classify each Warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations. The fair value of our Private Placement Warrants requires significate estimates by Management. Deviations from these estimates could result in a significate difference to our financial results.

Income Taxes

We account 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 statement 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. We assess the likelihood that deferred tax assets will be recovered from the existing deferred tax liabilities or future taxable income. To the extent we believe that recovery will not meet the more likely than not threshold, it establishes a valuation allowance.

Forward Purchase Agreements

We classify each FPA as a liability at its fair value . These FPAs are subject to re-measurement at each balance sheet date. With each such re-measurement, the Warrant liability will be adjusted to fair value, with the change in fair value recognized in our statements of operations. The fair value of our FPAs requires significate estimates by Management. Deviations from these estimates could result in a significate difference to our financial results. On December 8, 2023 and December 12, 2023, we and each of Carnegie Park and Crescent Park entered into the FPA Termination Agreements to mutually terminate and cancel the FPAs.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 8.

Financial Statements and Supplementary Data.

Reference is made to pages F-1 through F-2322 comprising a portion of this Report, which are incorporated herein by reference.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the ~~period~~fiscal ~~covered~~year byended ~~this Report~~December 31, 2024 due to identified material weaknesses related to errors in fair value calculation of certain financial instruments and lack of controls in connection with accuracy and completeness of unrecorded liabilities and income tax payable, including New York State taxes, and timely review of the difference between the 2023 tax provision and corporate income tax return that resulted in a potential tax liability of $371,214 as of September 30, 2024. Management plans to enhance internal controls and procedures, including enhancing access to accounting literature, identification and consideration of third-party professionals with whom to consult regarding complex accounting applications and implementing additional layers of reviews in the financial close process.

31In light of this material weakness, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements including making greater use of third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. We believe our efforts will enhance our controls relating to accounting for complex financial transactions, but we can offer no assurance that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.

In light of these material weaknesses, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements including making greater use of third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. We believe our efforts will enhance our controls relating to accounting for complex financial transactions, but we can offer no assurance that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal Control over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our ~~company~~Company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our Management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2023~~2024. In making these assessments, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, Management determined that we did not maintain effective internal control over financial reporting as of December 31, ~~2023~~2024.

Management has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We ~~continue~~plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

This Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

Other than as discussed above, there have been no changes to our internal control over financial reporting during the ~~fiscal~~quarterly ~~year~~period ended December 31, ~~2023~~2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information.

Trading Arrangements

During the quarterly period ended December 31, ~~2023~~2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Additional Information

~~On December 7, 2023, we applied to transfer our securities from the Nasdaq Global Market to the Nasdaq Capital Market~~None. On December 18, 2023, we received a letter from the Nasdaq Staff approving our application to list our securities on the Nasdaq Capital Market. Our 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.

~~For~~33 more information on the First Nasdaq Notice and Second Nasdaq Notice, please see “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.”

Table of Contents

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

3334

Table of Contents

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

As of the date of this Report, our directors and officers are as follows:

Name	Age	Position
Enrique Klix	5556	Chief Executive Officer and Director
Oliver Matlock	2728	Chief Financial Officer
James Cotton	4849	Director
Stuart Hutton	5657	Director
Niraj Javeri	4243	Director
Lynne Thornton	5051	Director

The experience of our directors and executive officers is as follows:

Enrique Klix (Chief Executive Officer and Director)

Mr. Klix has served as ~~our~~Integral’s Chief Executive Officer and one of our directors since inception. Mr. Klix has significant international experience after being based in Australia, Europe, and Latin America for more than 30 years. Mr. Klix has a track record of successfully leading and advising corporations and governments on turnarounds, mergers and acquisitions, capital market transactions, operational and financial restructuring, and greenfield start-ups with an aggregate value in excess of $30 billion. Mr. Klix has served as a member of the board of directors of TLGY Acquisition Corporation (Nasdaq: TLGY), a special purpose acquisition company that has not yet completed a business combination, since June 2024. Between January 2019 and July 2020, Mr. Klix served as Orora Cartons Australia’s General Manager (ASX: ORA). Under his leadership, the business went through a successful operational, commercial, and financial turnaround before being sold to Nippon Paper. Between 2014 and 2016, Mr. Klix served as Senior Vice President at McKinsey & Co.’s recovery and transformation division in Australia and New Zealand. Mr. Klix also served as Chief Financial Officer and Deputy Chief Executive Officer of McColl’s Transport between 2009 and 2014. Under his tenure, McColl’s Transport was recognized as the “Turnaround of the Year” in 2012, before being sold to a private equity consortium led by Kohlberg Kravis Roberts & Co. Mr. Klix was an investor in TrademarkVision, an Australian company that utilized image recognition and artificial intelligence technology for trademark searches and protection. In 2018 TrademarkVision was acquired by Clarivate Analytics (NYSE: CLVT) from the U.S., and Mr. Klix was instrumental in supporting the company through the acquisition. He is an active seed and pre-initial public offering investor in Australia and other geographies, including minority equity stakes in Groundfloor (Last K Ventures Pty. Ltd.) and Miso Robotics. Prior to moving to Australia, Mr. Klix worked for ten years as an investment banker for Salomon Smith Barney (now Citigroup (NYSE: C)) and Dresdner Kleinwort Benson in London focused on servicing telecommunications companies across Europe on mergers and acquisitions, and debt and equity capital markets transactions. Mr. Klix also played lead roles in the initial and secondary public offerings of many energy, telecommunications and beverage companies such as Enel S.p.A. (BIT: ENEL), Energias de Portugal, S.A. (ELI: EDP), and Compañía Cervecerías Unidas, S.A. (NYSE: CCU). Mr. Klix is also a director of Klix II Pty. Ltd. Mr. Klix holds a degree in Economics from the Universidad Católica Argentina and an MBA from the University of Cambridge in England. We believe that Mr. Klix’s vast experience in senior finance, operational, and consulting roles in publicly listed and private companies makes him well qualified to serve on our ~~Board~~board of directors.

Oliver Matlock (Chief Financial Officer)

Mr. Matlock has served as our Chief Financial Officer since September 2023. Mr. Matlock has experience in mergers and acquisitions, capital markets, corporate management and strategy, and financial consulting. Prior to Mr. Matlock’s appointment as our Chief Financial Officer, he served as a consultant to our Company since December 2022. From October 2021 to December 2022, Mr. Matlock was an Associate at Fresh Equities Pty Ltd., a Melbourne-based fintech company providing capital raising and SaaS services to Australian Stock Exchange listed entities, where he was responsible for leading the investment syndication function of the business and managing the bookbuild process across several transactions. Mr. Matlock began his career as an Analyst at Stratford Capital Pty Ltd., a boutique strategic consulting firm, advising clients both domestically and internationally on business strategy, financial planning and analysis, and mergers and acquisitions from April 2019 to September 2021.

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James Cotton (Director)

Mr. Cotton has served as one of our directors since November 2021. He is an Australian impact entrepreneur and investor with business interests in the technology, consumer goods, and healthcare sectors. In 2005, Mr. Cotton founded CMO Software in London where he was based for 10 years, which grew to become one of the leading governance, risk, and compliance software companies globally. Mr. Cotton sold CMO in 2013 and then founded Uluwatu Capital, an investment firm focused on purpose-driven technology companies with health and sustainability outcomes. Mr. Cotton is also a director of Monterosa Capital Australia Pty. Ltd., Tech 4 Good Pty. Ltd., and Moovosity Pty. Ltd. Mr. Cotton holds a Bachelor of Law and Science from the University of Melbourne. We believe Mr. Cotton’s broad investing background makes him well qualified to serve on our Board.

Stuart Hutton (Director)

Mr. Hutton has served as one of our directors since November 2021. Mr. Hutton is currently the CFO of ALS Limited (ASX: ALQ), a global testing, inspection, and certification business. He served as CFO of Foxtel Group (controlled by News Corp; NASDAQ: NWS), Australia’s leading next- generation subscription news, sports, and entertainment company between November 2021 and August 2023. Mr. Hutton also served as CFO of Orora (ASX: ORA) between December 2013 and November 2020. Mr. Hutton played an integral role in Orora’s evolution through the demerger from Amcor, listing on the Australian Stock Exchange, growth in revenue, and improved performance and share price. Mr. Hutton was also instrumental in the sale of Orora’s Australasian Fibre business to Nippon Paper for AU$1.7 billion. Mr. Hutton previously served as CFO of Amcor’s Australasia and Packaging Distribution business (NYSE: AMCR). Mr. Hutton brings more than 30 years of experience in senior finance roles, including five years with Orica (ASX: ORI) as CFO for the Minova Group, Chemical Services Division and Mining Services (North America) and four years as CFO of WorldMark Holdings Pty. Ltd. from 2001 to 2005, and before this, managed a number of acquisitions and divestments in his role as Manager, Acquisitions for Nylex Ltd. A qualified Chartered Accountant in Australia, Mr. Hutton spent nine years during the early part of his career with Deloitte in audit and corporate finance roles, which included a two-year secondment to London. Mr. Hutton holds a Bachelor of Business from Swinburne University. We believe Mr. Hutton’s vast experience in senior finance roles of publicly listed companies makes him well qualified to serve on our Board.

Niraj Javeri (Director)

Mr. Javeri has served as one of our directors since November 2021. He is currently the Chief Financial Officer at Lancium Technologies, a digital infrastructure company building large-scale solutions to help decarbonize the electrical grid, and he is based in San Francisco, California. Mr. Javeri has served as a member of the board of directors of TLGY Acquisition Corporation (Nasdaq: TLGY), a special purpose acquisition company that has not yet completed a business combination, since December 2024. Previously, Mr. Javeri was the Vice President of Strategy at Zymergen (NASDAQ: ZY), a science and material innovation company. Between 2010 and 2019, Mr. Javeri worked for Kohlberg Kravis Roberts & Co. (“KKR”) (NYSE: KKR) in New York, Sydney, and San Francisco as part of the Special Situations team, where he sourced, diligenced, executed, and monitored investments made across a number of funds managed by KKR. During his tenure in Australia with KKR, Mr. Javeri was a board member for a number of companies in Australia and New Zealand. Previously, Mr. Javeri was with One East Partners in London and New York, where he invested across industries in event-driven and value equities, distressed debt, and private deals. Prior to that, he worked at Goldman Sachs & Co in the Principal Investment Area where he worked on private equity investments, and at Deutsche Bank in both the Leveraged Finance and Technology investment banking groups. Mr. Javeri received a B.S. from Cornell University in Electrical and Computer Engineering, and an M.S. from Stanford University in Management Science and Engineering. We believe Mr. Javeri’s experience in sourcing, conducting due diligence, and executing on acquisitions of companies in private equity and investment banking environments makes him well qualified to serve on our Board.

Lynne Thornton (Director)

Ms. Thornton has served as one of our directors since November 2021. She is a co-founder and director at Groundfloor (Last K Ventures Pty. Ltd.), a PropTech business backed by Taronga Ventures. Ms. Thornton is also a consultant for McColl’s Transport, Australia’s largest independent bulk liquid carrier of milk, food, and bulk chemicals. Previously, Ms. Thornton worked in the funds management industry for 15 years initially for Colonial First State in London then co-founded, Aubrey Capital Management, a global equities boutique, based in Edinburgh. Ms. Thornton was a director, member of the Investment Committee, and managed key relationships both with Australian institutional clients and with cornerstone investor, Pacific Current Group (ASX: PAC) before successfully exiting the business in 2017. Ms. Thornton is an active angel investor and was on the board of Scale Investors, an angel investor network, for 5 years and served on the Investment Committee for Artesian’s Female Leaders Fund, an early-stage venture capital fund backed by Hostplus. Originally American, Ms. Thornton is an investor and entrepreneur with experience in both listed and private companies in the US, Europe and Australia. Her professional career has included roles in the consumer sector, PropTech, and funds management industries. Ms. Thornton holds a B.S. in finance from California Polytechnic University and an MBA from the University of Cambridge in England. We believe Ms. Thornton’s background in early-stage investing and listed equities makes her well qualified to serve on our Board.

~~Family~~36 ~~Relationships~~

NoTable ~~family relationships exist between any~~ of ~~our directors or executive officers.~~ Contents

Family and Close Personal Relationships

Other than as set forth below, no family or close personal relationships exist between any of our directors or executive officers:

Enrique Klix and James Cotton are brothers-in-law.

Involvement in Certain Legal Proceedings

There are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has a material interest adverse to our Company.

Number and Terms of Office of Officers and Directors

We currently have five directors. Our Board of Directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we ~~are~~were not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The ~~term~~Second ofSpecial ~~office~~Meeting ofon ~~the~~November 2, ~~first~~2023 ~~class~~was ofheld ~~directors,~~in ~~consisting~~lieu of ~~Ms. Thornton, will expire at~~ our first annual meeting of stockholders. The ~~term~~Third ofSpecial ~~office~~Meeting ofon ~~the second class of directors, consisting of Mr.~~October ~~Cotton and Mr. Hutton~~31, ~~will~~2024 ~~expire~~was atheld ~~the~~in ~~second~~lieu ~~annual meeting~~ of ~~stockholders.~~our ~~The~~second ~~term of office of the third class of directors, consisting of Mr. Klix and Mr. Javeri, will expire at the third~~ annual meeting of stockholders.

The term of office of the first class of directors, consisting of Ms. Thornton, who was re-elected at our Second Special Meeting, will expire at our fourth annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Cotton and Mr. Hutton, who were re-elected at our Third Special Meeting, will expire at the fifth annual meeting of stockholders. The term of office of the third class of directors, consisting of Mr. Klix and Mr. Javeri, will expire at the third annual meeting of stockholders.

Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Charter. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the Board of Directors.

Committees of the Board of Directors

Our Board of Directors has two standing committees: the Audit Committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the Audit Committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established an Audit Committee of the Board of Directors. Stuart Hutton, Niraj Javeri and Lynne Thornton serve as members of our Audit Committee, and Mr. Hutton chairs the Audit Committee. All members of our Audit Committee are independent of and unaffiliated with our Sponsor and our underwriters.

Each member of the Audit Committee is financially literate, and our Board of Directors has determined that Mr. Hutton qualifies as an “Audit Committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an amended Audit Committee charter, which details the principal functions of the Audit Committee, including:

•

meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

•

monitoring the independence of the registered public accounting firm;

•

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

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•

inquiring and discussing with Management our compliance with applicable laws and regulations;

•

pre-approving all audit services and permitted non-audit services to be performed by our registered public accounting firm, including the fees and terms of the services to be performed;

•

appointing or replacing the registered public accounting firm;

•

determining the compensation and oversight of the work of the registered public accounting firm (including resolution of disagreements between Management and the registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

•

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

•

monitoring compliance on a quarterly basis with the terms of our Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our Initial Public Offering;

•

reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our Audit Committee will be reviewed and approved by our Board of Directors, with the interested director or directors abstaining from such review and approval; and

36• advising the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the Exchange Act (the “Clawback Rule”) are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the Clawback Rule.

• advising the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the Exchange Act (the “Rule”) are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the Rule.

Compensation Committee

We have established a compensation committee of the Board of Directors. Stuart Hutton, Niraj Javeri and Lynne Thornton serve as members of our compensation committee. Mr. Javeri chairs the compensation committee.

We have adopted an amended compensation committee charter, which details the principal functions of the compensation committee, including:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to our ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer’s compensation, evaluating our ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer’s based on such evaluation;

•

reviewing and approving the compensation of all of our other Section 16 executive officers;

•

reviewing our executive compensation policies and plans;

•

implementing and administering our incentive compensation equity-based remuneration plans;

•

assisting Management in complying with our proxy statement and annual report disclosure requirements;

•

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

•

producing a report on executive compensation to be included in our annual proxy statement;

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and

•38 advising the Board and any other Board committees if the clawback provisions of the Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the Rule.

~~Notwithstanding~~Table ~~the foregoing, other than those payments and reimbursements described under “Item 11. Executive Compensation” below, no compensation~~ of any kind, including finders, consulting, or other similar fees, has been or will be paid to any of our existing stockholders, officers, directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial Business Combination. Accordingly, it is likely that prior to the consummation of an initial Business Combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial Business Combination. Contents

•

advising the Board and any other Board committees if the clawback provisions of the Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the Clawback Rule.

Notwithstanding the foregoing, other than those payments and reimbursements described under Item 11. “Executive Compensation” below, no compensation of any kind, including finders, consulting, or other similar fees, has been or will be paid to any of our existing stockholders, officers, directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial Business Combination. Accordingly, it is likely that prior to the consummation of an initial Business Combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial Business Combination.

The charter of the compensation committee also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Stuart Hutton, Niraj Javeri, and Lynne Thornton. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The Board of Directors also considers director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our Board of Directors should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Board Observers

In connection with investments in our Sponsor, certain individuals have been granted Board observer rights to our Board of Directors. Such individuals are permitted to attend, in a non-voting capacity, our meetings of the Board of Directors. Such individuals have entered into agreements and have agreed to keep any information discussed or disclosed at any such Board meetings confidential.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers, and employees. A copy of the Code of Ethics and the charters of the committees will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Trading Policies

On February 12, 2025, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable stock exchange listing standards (the “Insider Trading Policy”).

The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

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Compensation Recovery and Clawback Policy

Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. The SEC has also ~~recently~~ adopted rules ~~which~~that direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results.

On November 30, 2023, our Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), with an effective date of October 2, 2023, in order to comply with the final clawback rules adopted by the SEC under the Clawback Rule, and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended December 31, 2023, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act, except as set forth below:

Our Sponsor and Mr. Klix, our Chief Executive Officer and one of our directors, filed one late, joint Form 4.

Item 11.

Executive Compensation.

Except as disclosed herein, none of our executive officers or directors have received any cash compensation for services rendered to us. We pay our Sponsor up to $20,000 per month for administrative and other services. In addition, subject to approval by our Audit Committee, we pay members of our Board of Directors for advisory or consulting services that are provided to us in connection with our initial Business Combination and our Sponsor, executive officers and directors, or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combination. Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers, or directors, or our or their affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account. Other than quarterly Audit Committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial Business Combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, has been or will be paid by us to our Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial Business Combination.

After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed Business Combination, such as the Flybondi Registration Statement. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors.

We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management Team’s motivation in identifying or selecting a target business but we do not believe that the ability of our Management Team to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our Common Stock as of ~~April~~February 1118, ~~2024~~2025, based on information obtained from the persons named below, with respect to the beneficial ownership of Common Stock, by:

•

each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock;

•

each of our executive officers and directors that beneficially owns our Common Stock; and

•

all our executive officers and directors as a group.

In the table below, percentage ownership is based on 43,~~073~~237,~~342~~670 shares of our Common Stock, consisting of (i) 4 3,~~073~~237,~~341~~669 shares of our Class A Common Stock and (ii) one share of our Class B Common Stock, issued and outstanding as of ~~April~~February 1118, ~~2024~~2025. On all matters to be voted upon, holders of the shares of Class A Common Stock and shares of Class B Common Stock vote together as a single class, unless otherwise required by applicable law. Currently, ~~all of~~ the ~~shares~~one share of Class B Common Stock ~~are~~issued and outstanding is convertible into one share of Class A Common Stock ~~on a one-for-one basis~~.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these Private Placement Warrants are not exercisable within 60 days of the date of this Report.

	Class A Common Stock					Class B Common Stock						ApproximatePercentageof ~~OutstandingCommonStock~~OutstandingOrdinaryShares
Name and Address of Beneficial Owner (1)	Number ofSharesBeneficiallyOwned		ApproximatePercentageof Class			Number ofSharesBeneficiallyOwned (2)			ApproximatePercentageof Class
Integral Sponsor LLC (3)		2,824,999		6987.3525	%		1	*		100	%		6987.3525	%
Enrique Klix (3)		2,824,999		6987.3525	%		1	*		100	%		6987.3525	%
Oliver Matlock (3)		—		—			—			—			—
James Cotton (3)		—		—			—			—			—
Stuart Hutton (3)		—		—			—			—			—
Niraj Javeri (3)		—		—			—			—			—
Lynne Thornton (3)		—		—			—			—			—
All executive officer and directors as a group (6 individuals)		2,824,999		69.35	%		1	*					69.35	%
All executive officers and directors as a group (6 individuals)		2,824,999		87.25	%		1			100	%		87.25	%
Other 5% Stockholders
Mizuho Financial Group, Inc. (4)		242,318		5.95	%		—			—			5.95	%

*	Less than 1%.

39(1) Unless otherwise noted, the principal business address of each of the following entities or individuals is 1330 Avenue of the Americas, 23rd Floor, New York, New York 10019.

(1) Unless otherwise noted, the principal business address of each of the following entities or individuals is 667 Madison Avenue, 5th floor, New York, New York 10065.

(2)

On December 29, 2021, 50,000 shares of Class B Common Stock were transferred by our Sponsor to an Anchor Investor. Such Anchor Investor then converted those 50,000 shares of Class B Common Stock to Class A Common Stock as reported on our current report on Form 8-K filed with the SEC on December 1, 2023.

(3) Our Sponsor, Integral Sponsor LLC, is the record holder of the shares reported herein. Mr. Klix is the Managing Member of Integral Sponsor LLC and has voting and investment discretion with respect to the Common Stock held of record by Integral Sponsor LLC. Each of our other directors are non-managing members of Integral Sponsor LLC. Mr. Klix disclaims beneficial ownership of such shares, other than his pecuniary interest therein and each of Messrs. Cotton, Hutton and Javeri and Ms. Thornton disclaims any beneficial ownership of any shares held by Integral Sponsor LLC.

~~(4)~~41 According to a Schedule 13G filed on February 13, 2024 by Mizuho Financial Group, Inc., a company incorporated under the laws of Japan (“Mizuho”), Mizuho, Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of the Public Shares, which are held by Mizuho Securities USA LLC, which is their wholly-owned subsidiary. Mizuho has the sole power to dispose or to direct the disposition of the Public Shares. The principal business address for Mizuho is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan.

Sponsor LLC. Each of our other directors are non-managing members of Integral Sponsor LLC. Mr. Klix disclaims beneficial ownership of such shares, other than his pecuniary interest therein and each of Messrs. Cotton, Hutton and Javeri and Ms. Thornton disclaims any beneficial ownership of any shares held by Integral Sponsor LLC.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Changes in Control

None. For more information on the Flybondi Business Combination, please see “Item 1. Business.”

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

On February 16, 2021 our Sponsor subscribed for an aggregate 2,875,000 Founder Shares for a total subscription price of $25,000, or approximately $0.009 per share. The number of Founder Shares outstanding was determined based on the expectation that the total size of our Initial Public Offering would be a maximum of 11,500,000 Units if the underwriters’ over-allotment option was exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after our Initial Public Offering.

40Up to 375,000 of the Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. At the Initial Public Offering, the underwriters fully exercised their over-allotment option resulting in no Founder Shares being subject to forfeiture. In connection with the Initial Public Offering, the Anchor Investors collectively acquired from the Sponsor in the aggregate 500,000 Founder Shares. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with SEC Staff Accounting Bulletin Topic 5A. Accordingly, offering cost associated with the Initial Public Offering includes $3,386,739 of excess value of the Anchor Investors. The valuation of $6.78 per Founder Share (or $3,391,739 in the aggregate) of the Anchor Investors was reduced by $0.01 per Founder Share (or $5,000 in the aggregate), the price paid for the Founder Shares. The valuation was determined using an internal Monte Carlo simulation model.

~~Table~~Following the approval of ~~Contents~~the Founder Share Amendment Proposal at the Second Special Meeting, on November 3, 2023, we issued an aggregate of 2,874,999 shares of our Class A Common Stock (consisting of 2,824,999 shares to our Sponsor and 50,000 shares to an Anchor Investor) upon the conversion of an equal number of shares of our Class B Common Stock, held by our 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 and the redemptions in connection with the Extensions, there were 3,237,669 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding. As a result, our Sponsor holds approximately 87.3% of the issued and outstanding Class A Common Stock.

Up to 375,000 of the Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. At the Initial Public Offering, the underwriters fully exercised their over-allotment option resulting in no Founder Shares being subject to forfeiture. In connection with the Initial Public Offering, the Anchor Investors collectively acquired from the Sponsor in the aggregate 500,000 Founder Shares. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, offering cost associated with the Initial Public Offering includes $3,386,739 of excess value of the Anchor Investors. The valuation of $6.78 per founder share (or $3,391,739 in the aggregate) of the Anchor Investors was reduced by $0.01 per founder share (or $5,000 in the aggregate), the price paid for the Founder Shares. The valuation was determined using an internal Monte Carlo simulation model.

Following the approval of the Founder Share Amendment Proposal at the Second Special Meeting, on November 3, 2023, we issued an aggregate of 2,874,999 shares of our Class A Common Stock (consisting of 2,824,999 shares to our Sponsor and 50,000 shares to an Anchor Investor) upon the conversion of an equal number of shares of our Class B Common Stock, held by our 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 and the redemptions in connection with the approval of the Charter Amendment Proposals, 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 the result, our Sponsor holds approximately 69.4% of the issued and outstanding Class A Common Stock.

Our Sponsor purchased an aggregate of 4,950,000 Private Placement Warrants, at a price of $1.00 per warrant, or $4,950,000 in the aggregate, in the Private Placement. Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. The Private Placement Warrants (including the Class A Common Stock issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial Business Combination.

We currently utilize office space at ~~667~~1330 ~~Madison~~ Avenue of the Americas, ~~5th floor~~23rd Floor, New York, New York ~~10065~~10019 ~~and 152 Elizabeth Street, Melbourne, Victoria, 3000, Australia~~ from our Sponsor. We pay up to $20,000 per month for administrative and other services under the Services Agreement. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees, pursuant to the Services Agreement.

Subject to approval by our Audit Committee, we may pay members of our Board of Directors for advisory or consulting services that may be provided to us in connection with our initial Business Combination. In addition, our Sponsor, executive officers, and directors, or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combination. Other than the foregoing, no compensation of any kind, including finder’s and consulting fees, has been or will be paid by us to our Sponsor, executive officers, and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial Business Combination. Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

On February 16, 2021, our Sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note. The IPO Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the IPO Promissory Note was repaid upon the closing of the Initial Public Offering However, at the time of the closing of the Initial Public Offering, the Sponsor was over paid $138,493 and this amount was repaid to us on November 11, 2021.

On May 28, 2021, we entered into a letter agreement with J.V.B. pursuant to which Cohen & Company agreed to provide consulting and advisory services in connection with the Initial Public Offering in return for a transaction fee to be paid to J.V.B. in an amount equal to 10.0% of the aggregate underwriting discount and commissions earned by the underwriters in connection with the Initial Public Offering to be paid simultaneously with the actual payment of such underwriting discount and commissions to the underwriters upon (i) the closing of the Initial Public Offering and (ii) the completion of the initial Business Combination. J.V.B. was one of the Anchor Investors that purchased Units in the Initial Public Offering and became a member of the Sponsor at the closing of our Initial Public Offering, and holds an indirect interest in a specified number of the Founder Shares held by the Sponsor. On November 4, 2021, we paid J.V.B. $85,000 in cash from funds outside of the Trust Account. Funds due to J.V.B. upon the completion of the initial Business Combination ($605,000 in the aggregate) were to be paid by the underwriters of the Initial Public Offering. On November 9, 2023, our Company and J.V.B. mutually agreed to terminate this arrangement. No further transactions fees will be payable to J.V.B. under this engagement of services.

On August 23, 2021, pursuant to the FPAs, Crescent Park, which is one of our 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. On December 8, 2023 and December 12, 2023, we and each of Carnegie Park and Crescent Park entered into the FPA Termination Agreements to mutually terminate and cancel the FPAs.

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required on a non-interest basis. If we complete an initial Business Combination, we would repay such Working Capital Loans. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into Warrants of the post -Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

On May 8, 2023, we issued the First Extension Promissory Note to the Sponsor in an amount of up to $630,000, pursuant to which the Sponsor agreed to loan us up to $630,000. Pursuant to the First Extension Promissory Note, $105,000 was deposited into the Trust Account per month, beginning on May 8, 2023 through November 3, 2023, for the benefit of the Public Stockholders who did not redeem their Public Shares in connection with the First Extension. The First Extension Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate a Business Combination and (ii) the date of our liquidation As of December 31, ~~2023 and 2022~~2024, we had borrowings of $355,000 ~~and $0, respectively,~~ under the First Extension Promissory Note.

On July 10, 2023, we issued the ~~WCL~~2023 Promissory Note to the Sponsor in an amount of up to $1,500,000 in connection with ~~such~~ Working Capital Loans. The ~~WCL~~2023 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate a Business Combination and (ii) the date of our liquidation. Additionally, at the option of the Sponsor, the unpaid principle may be converted into warrants at a conversion price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023 and 2022, we owed $910,083 and $0, respectively, under the WCL Promissory Note.

On43 November 8, 2023, we issued the Second Extension Promissory Note in the aggregate principal amount of up to $359,503 to the Sponsor, pursuant to which the Sponsor agreed to loan to us up to $359,503. Pursuant to the First Extension Promissory Note, $29,959 is to be deposited into the Trust Account per month, beginning on November 8, 2023 through November 5, 2024, for the benefit of the Public Stockholders who did not redeem their Public Shares in connection with the Second Extension. The Second Extension Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate a Business Combination and (ii) the date of our liquidation. At December 31, 2023 and 2022, we had borrowings of $59,917 and $0, respectively, under the Second Extension Promissory Note.

which we consummate a Business Combination and (ii) the date of our liquidation. Additionally, at the option of the Sponsor, the unpaid principle may be converted into warrants at a conversion price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2024, we owed $1,500,000 under the 2023 Promissory Note.

On November 8, 2023, we issued the Second Extension Promissory Note in the aggregate principal amount of up to $359,503 to the Sponsor, pursuant to which the Sponsor agreed to loan to us up to $359,503. Pursuant to the First Extension Promissory Note, $29,959 was deposited into the Trust Account per month, beginning on November 8, 2023 through November 5, 2024, for the benefit of the Public Stockholders who did not redeem their Public Shares in connection with the Second Extension. The Second Extension Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate a Business Combination and (ii) the date of our liquidation. At December 31, 2024, we had borrowings of $359,503 under the Second Extension Promissory Note.

On September 12, 2024, we issued the 2024 Promissory Note to the Sponsor in an amount of up to $3,000,000 in connection with Working Capital Loans. The 2024 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate a Business Combination and (ii) the date of our liquidation. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2024, we owed $531,493 under the 2024 Promissory Note

On November 6, 2024, we issued the Third Extension Promissory Note in the aggregate principal amount of up to $130,561 to the Sponsor, pursuant to which the Sponsor agreed to loan to us up to $130,561. Pursuant to the Third Extension Promissory Note, $10,880 has been and will continue to be deposited into the Trust Account per month, beginning on November 6, 2024 through November 5, 2025, for the benefit of the Public Stockholders who did not redeem their Public Shares in connection with the Third Extension. The Third Extension Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate a Business Combination and (ii) the date of our liquidation. At December 31, 2024, we had borrowings of $21,760 under the Third Extension Promissory Note.

Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial Business Combination will be made using funds held outside the Trust Account.

After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our stockholders, such as the Flybondi Registration Statement. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Pursuant to the Registration Rights Agreement, the holders of the (i) Founder Shares, (ii) Private Placement Warrants, and (iii) warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their underlying securities, as applicable) will have registration rights to require us to register a sale of any of our securities held by them prior to the consummation of our initial Business Combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Pursuant to the Letter Agreement, our Initial Stockholders, Sponsor, officers, and directors waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to complete our initial Business Combination by the end of the Combination Period. However, if our Initial Stockholders, Sponsor, or Management Team acquire Public Shares in or after our Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the allotted ~~36-month~~ Combination Period.

Additionally, pursuant to the Letter Agreement, our Initial Stockholders, Sponsor, officers and directors agreed to not propose any amendment to our Amended and Restated Charter to modify the substance or timing of our obligation to provide for the redemption of our Public Shares in connection with an initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination by the end of the Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless we provide our Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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)), divided by the number of then outstanding Public Shares.

~~For~~44 ~~more information on the agreements entered into in connection with the Flybondi Business Combination, see “Item 1. Business.”~~

For more information on the agreements entered into in connection with the Flybondi Business Combination, see Item 1. “Business.”

Director Independence

Nasdaq rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of our Board of Directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). We currently have three “independent directors” as defined in Nasdaq rules and applicable SEC rules. Our Board of Directors has determined that Mr. Hutton, Mr. Javeri, and Ms. Thornton are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Item 14.

Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum for services rendered.

Audit Fees

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees of Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 totaled approximately $~~118~~95,~~654~~275 and $75118,~~800~~654, respectively. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.

Audit-Related Fees

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. WeFor ~~did~~the ~~not~~years ~~pay~~ended ~~Marcum~~December 31, ~~for~~2024 ~~any~~and ~~audit-related~~2023 ~~fees~~we ~~for~~paid ~~the~~Marcum ~~years~~$59,235 ~~ended~~and ~~December 31~~$0, ~~2023~~respectively ~~and~~for ~~2022~~audit-related fees.

Tax Fees

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Marcum for tax services, planning or advice for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

All Other Fees

All other fees consist of fees billed for all other services. We did not pay Marcum for any other services for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

Pre-Approval Policy

Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

4445

PART IV

Item 15.

Exhibit and Financial Statement Schedules.

(a) The following documents are filed as part of this Report:

(1) Financial Statements

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID #688)		F-2
Balance Sheets as of December 31, 2023 and 2022		F-3
Financial Statements:
Statements of Operations for the fiscal years ended December 31, 2023 and 2022		F-4
Balance Sheets as of December 31, 2024 and 2023		F-3
Statements of Changes in Stockholders’ Deficit for the fiscal years ended December 31, 2023 and 2022		F-5
Statements of Operations for the fiscal years ended December 31, 2024 and 2023		F-4
Statements of Cash Flows for the fiscal years ended December 31, 2023 and 2022		F-6
Statements of Changes in Stockholder’s Deficit for the fiscal years ended December 31, 2024 and 2023		F-5
Notes to Financial Statements		F-7
Statements of Cash Flows for the fiscal years ended December 31, 2024 and 2023		F-6
Notes to Financial Statements		F-7 to F-22

(2) Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

(3) Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

Item 16.

Form 10-K Summary.

Omitted at our Company’s option.

4546

INTEGRAL ACQUISITION CORPORATION 1

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID #688)			F-2
Balance Sheets as of December 31, 2023 and 2022			F-3
Balance Sheets as of December 31, 2024 and 2023			F-3
Statements of Operations for the years ended December 31, 2023 and 2022			F-4
Statements of Operations for the years ended December 31, 2024 and 2023			F-4
Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022			F-5
Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2024 and 2023			F-5
Statements of Cash Flows for the years ended December 31, 2023 and 2022			F-6
Statements of Cash Flows for the years ended December 31, 2024 and 2023			F-6
Notes to Financial Statements			F-7 to F-22

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Integral Acquisition Corporation 1

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Integral Acquisition Corporation 1 (the “Company”) as of December 31, 2024 and 2023, the related statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a business combination with one or more businesses or entities on or before November 5, 2025. The Company entered into a definitive business combination agreement with a business combination target on October 19, 2023; however, the completion of this transaction is subject to the approval of the Company’s stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to November 5, 2025, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after November 5, 2025, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2021.

Houston, Texas

1February 18, 2025

F-2

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

BALANCE SHEETS

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Assets
Cash	$	75146,~~891~~565		$	~~601~~75,~~088~~891
Prepaid franchise tax		18,350			—
Prepaid taxes		448,214			18,350
Prepaid expenses		~~7,223~~—			~~234~~7,~~276~~223
Total current assets		~~101~~594,~~464~~779			~~835~~101,~~364~~464
Marketable securities and cash held in Trust Account		12,956,224			118,064,355
Cash held in Trust Account		4,078,045			12,956,224
Total Assets	$	13,057,688		$	118,899,719
Total assets	$	4,672,824		$	13,057,688
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accrued expenses	$	~~841~~1,~~202~~525,042		$	35841,~~499~~202
Due to related party		80120,000			—80,000
Promissory Notes—Related Party		~~414~~1,~~917~~267,756			—414,917
Working Capital Loans		910,083			—
Working Capital Loans—convertible		1,500,000			910,083
Excise tax payable		1,076,073			—
Excise Tax payable		95,388			1,076,073
Income taxes payable		53,363			190,069
Reserve for uncertain tax positions		371,214			—
Franchise tax payable		—			60,164
Income taxes payable		88,283			53,363
Total current liabilities		3,375,638			285,732
Total liabilities		4,967,683			3,375,638
Deferred tax liability		—			79,128
Deferred underwriting commission		—			6,050,000
FPA		—			2,708,717
Total liabilities		3,375,638			9,123,577
Commitments and Contingencies (Note 4)
Class A Common Stock subject to possible redemption, 1,198,342 and 11,500,000 shares at redemption value of $10.78 and $10.23 per share at December 31, 2023 and 2022, respectively		12,923,657			117,737,665
Class A Common Stock subject to possible redemption, 362,670 and 1,198,342 shares at redemption value of $11.22 and $10.78 per share at December 31, 2024 and 2023, respectively		4,069,207			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 and none issued and outstanding, respectively, (excluding 1,198,342 and 11,500,000 shares subject to possible redemption, at December 31, 2023 and 2022, respectively)		288			—
Class A Common Stock, $0.0001 par value; 100,000,000 shares authorized; 2,874,999 issued and outstanding, respectively, (excluding 362,670 and 1,198,342 shares subject to possible redemption) at December 31, 2024 and 2023, respectively		288			288
Class B Common Stock, $0.0001 par value; 10,000,000 shares authorized; 1 and 2,875,000 shares issued and outstanding at December 31, 2023 and 2022, respectively		—			288
Class B Common Stock, $0.0001 par value; 10,000,000 shares authorized; 1 share issued and outstanding at December 31, 2024 and 2023		—			—
Additional paid-in capital		—			—
Accumulated deficit		(34,~~241~~364,~~895~~354	)		(73,~~961~~241,~~811~~895	)
Total stockholders’ deficit		(34,~~241~~364,~~607~~066	)		(73,~~961~~241,~~523~~607	)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$	134,~~057~~672,~~688~~824		$	~~118~~13,~~899~~057,~~719~~688

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

F-3

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

STATEMENTS OF OPERATIONS

	Year Ended December 31,			Year Ended December 31,
	For the Years Ended December 31,
	2023			2022
	2024			2023
Operating costs	$	21,~~414~~669,~~736~~167		$	12,~~120~~414,~~668~~736
Loss from operations		(21,~~414~~669,~~736~~167	)		(12,~~120~~414,~~668~~736	)
Other income (expenses):
Other income:
Unrealized gain (loss) on change in fair value of FPA		1,696,965			(1,700,783	)
Unrealized gain on change in fair value of FPA liability		—			1,696,965
Unrealized gain in Trust Account		—			376,801
Interest income		606,329			2,742,369
Interest income		2,742,369			1,271,533
Total other income		606,329			4,439,334
Total other income (expenses)		4,439,334			(52,449	)
(Loss) income before provision for income taxes		(1,062,838	)		2,024,598
Income (loss) before provision for income taxes		2,024,598			(1,173,117	)
Provision for income taxes		(179,920	)		(497,003	)
Provision for income taxes		(497,003	)		(269,197	)
Net (loss) income	$	(1,242,758	)	$	1,527,595
Net income (loss)	$	1,527,595		$	(1,442,314	)
Basic and diluted weighted average shares outstanding, Common Stock subject to redemption		1,070,480			5,740,571
Basic and diluted weighted average shares outstanding, Common Stock subject to redemption		5,740,571			11,500,000
Basic and diluted net (loss) income per Common Stock subject to redemption	$	(0.31	)	$	0.18
Basic and diluted net income (loss) per Common Stock subject to redemption	$	0.18		$	(0.10	)
Basic and diluted weighted average shares outstanding, non-redeemable Common Stock		2,875,000			2,875,000
Basic and diluted net income (loss) per non-redeemable Common Stock	$	0.18		$	(0.10	)
Basic and diluted net (loss) income per non-redeemable Common Stock	$	(0.31	)	$	0.18

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

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Table of Contents

~~INTEGRAL~~NTEGRAL ACQUISITION CORPORATION 1

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

	Class A Common Stock				Class B Common Stock						Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Deficit
	Stock		Amount		Stock			Amount
Balance as of December 31, 2021		—	$	—		2,875,000		$	288		$	—	$	(5,506,832	)	$	(5,506,544	)
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		—		—		—			—			—		(1,012,665	)		(1,012,665	)
Net loss				—		—			—			—		(1,442,314	)		(1,442,314	)
Balance as of December 31, 2022		—		—		2,875,000			288			—		(7,961,811	)		(7,961,523	)
Conversion of Class B Common Stock to Class A Common Stock		2,874,999		288		(2,874,999	)		(288	)		—		—			—
Excise tax payable		—		—		—			—			—		(1,076,073	)		(1,076,073	)
Excise Tax payable		—		—		—			—			—		(1,076,073	)		(1,076,073	)
Waiver of deferred underwriters’ fee				—		—			—			—		6,050,000			6,050,000
Accretion of Class A Common Stock to redemption amount		—		—		—			—			—		(2,793,358	)		(2,793,358	)
Gain on termination of FPA		—		—		—			—			—		1,011,752			1,011,752
Net income		—		—		—			—			—		1,527,595			1,527,595
Balance as of December 31, 2023		2,874,999	$	288		1		$	—		$	—	$	(3,241,895	)	$	(3,241,607	)
Escrow funding from Cartesian Escrow Parties														900,000			900,000
Excise Tax payable														(95,388	)		(95,388	)
Accretion of Class A Common Stock to redemption amount		—		—		—			—			—		(684,313	)		(684,313	)
Net loss		—		—		—			—			—		(1,242,758	)		(1,242,758	)
Balance as of December 31, 2024		2,874,999	$	288		1		$	—		$	—	$	(4,364,354	)	$	(4,364,066	)

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

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Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,			For the Year Ended December 31,
	For the Years Ended December 31,
	2023			2022
	2024			2023
Cash flows from Operating Activities:
Net income (loss)	$	1,527,595		$	(1,442,314	)
Net (loss) income	$	(1,242,758	)	$	1,527,595
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Unrealized (gain) loss on change in fair value of forward purchase agreement liability		(1,696,965	)		1,700,783
Unrealized loss on change in fair value of FPA liability		—			(1,696,965	)
Unrealized gain on marketable securities and cash held in Trust Account		—			(376,801	)
Interest earned on cash held in Trust Account		(606,088	)		(2,742,369	)
Interest earned on investments held in Trust Account		(2,742,369	)		(1,271,497	)
Changes in current assets and current liabilities:
Prepaid expenses		~~227~~7,~~053~~223			~~205~~227,~~193~~053
Due to Sponsor		80,000			—
Due to related party		40,000			80,000
Accrued expenses		~~805~~683,~~703~~840			4805,~~691~~703
Income taxes payable		~~(234~~34,~~184~~920	)		~~269~~(234,~~197~~184	)
Franchise taxes payable		(6058,~~164~~650	)		(~~114~~60,~~681~~164	)
Net cash used in operating activities		(21,~~093~~141,~~331~~513	)		(12,~~025~~093,~~429~~331	)
Cash flows from Investing Activities:
Extension funding		(689,917	)		—
Extension funding of Trust Account		(321,346	)		(689,917	)
Funds withdrawn for redemptions		~~107~~9,~~607~~538,~~366~~763			—107,607,366
Withdrawal of funds from Trust Account		933,051			317,352
Cash withdrawn from Trust Account to pay taxes		266,850			933,051
Net cash provided by investing activities		~~107~~9,~~850~~484,~~500~~267			~~317~~107,~~352~~850,500
Cash flows from Financing Activities:
Funds withdrawn for redemptions		(~~107~~9,~~607~~538,~~366~~763	)		—(107,607,366	)
Proceeds from issuance of Promissory Notes—Related Party		414,917			—
Payment of Excise Tax payable		(1,076,073	)		—
Proceeds from issuance of Working Capital Loans		910,083			—
Proceeds from issuance of the convertible 2023 Promissory Note		589,917			910,083
Net cash used in financing activities		(106,282,366	)		—
Escrow funding from Cartesian Escrow Parties		900,000			—
Net change in cash		(525,197	)		(708,077	)
Proceeds from loans from the 2024 Promissory Note and the Extension Promissory Notes		852,839			414,917
Cash, beginning of the year		601,088			1,309,165
Net cash used in financing activities		(8,272,080	)		(106,282,366	)
Cash, end of the year	$	75,891		$	601,088
Net change in cash		70,674			(525,197	)
Supplemental disclosure of non-cash investing and financing activities:
Cash, beginning of the year		75,891			601,088
Gain on termination of FPA	$	1,011,752		$	—
Cash, end of the year	$	146,565		$	75,891
Excise tax payable	$	1,076,073		$	—
Supplemental cash flow disclosure:
Conversion of Class B Common Stock to Class A Common Stock	$	288		$	—
Income Tax Paid	$	145,000		$	712,837
Impact of the waiver of deferred underwriters’ fee	$	6,050,000		$	—
Supplemental disclosure of noncash investing and financing activities:
Income tax paid	$	712,837		$	—
Accretion of Class A Common Stock to redemption amount	$	684,313		$	2,793,358
Accretion of Class A Common Stock to redemption amount	$	2,793,358		$	1,012,665
Impact of the waiver of deferred commission by the underwriters	$	—		$	6,050,000
Excise Tax payable	$	95,388		$	1,076,073
Gain on termination of FPA	$	—		$	1,011,752
Conversion of Class B Common Stock to Class A Common Stock	$	—		$	288

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

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Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~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 December 31, 2024, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from February 16, 2021 (inception) through December 31, 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.

~~Lock-up~~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, as Founder Shares. 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 and redemptions, the

30-trading

F-7

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

Second Special Meeting and redemptions and the Third Special Meeting and redemptions, there were 3,237,669 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 87.3% of the issued and outstanding Class A Common Stock.

Trust Account

~~2a-7~~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 Reports.

At December 31, 2024 and 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 the Company’s 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 December 31, 2024, the amount in the Trust Account was $11.24 (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.

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

F-8

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~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 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, wethe Company entered into the Flybondi Business Combination Agreement, with Flybondi, FB Parent Holdings, 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) wethe Company will merge with and into Merger Sub, with usthe Company continuing as the surviving entity and as a wholly-owned subsidiary of FB Parent, and each of ~~our~~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.

~~For~~On aJuly 2, ~~full~~2024, ~~description~~the ofCompany ~~the~~entered ~~Flybondi~~into ~~Business~~the ~~Combination~~Novation Agreement with FB Parent, FB Parent Holdings, Merger Sub, Flybondi and the ~~proposed~~Sellers. ~~Flybondi~~Pursuant ~~Business~~to ~~Combination~~the Novation Agreement, ~~please~~FB ~~see~~Parent ~~“Item~~Holdings 1.assigned ~~Business”~~to FB Parent all of its liabilities, agreements, obligations, rights and duties in, under, and arising from the ~~Report~~Flybondi Business Combination Agreement (the “Substitution”).

~~Extension~~Also ofon July 2, 2024, the ~~Combination~~Company, ~~Period~~Sponsor, and Flybondi entered into the Flybondi Sponsor Support Agreement Amendment to reflect the Substitution.

On ~~May~~October 31, ~~2023~~2024, the ~~Company~~parties ~~held~~to the ~~First~~Flybondi ~~Special~~Business ~~Meeting.~~Combination AtAgreement ~~the~~entered ~~First~~into ~~Special Meeting,~~ the ~~stockholders~~Second ~~approved the First Extension~~ Amendment ~~Proposal, which extended the date the Company had~~ to ~~consummate an initial~~ Business Combination ~~from May 5~~Agreement, ~~2023~~pursuant to ~~November 3,~~which ~~2023. In connection with~~ the ~~vote~~parties agreed to ~~approve~~extend the ~~First~~Agreement ~~Extension~~End ~~Amendment~~Date ~~Proposal,~~(as ~~stockholders~~defined ~~holding~~in ~~8,470,059~~the ~~Public~~Flybondi ~~Shares~~Business ~~properly~~Combination ~~exercised~~Agreement) ~~their~~from ~~right~~November 1, 2024 to ~~redeem~~March 31, ~~such~~2025. ~~shares~~Other ~~for~~than athe ~~pro~~extension ~~rata portion~~ of the ~~funds~~Agreement inEnd ~~the Trust Account. As a result~~Date, ~~$87,843,748~~the ~~(approximately~~terms ~~$10.37~~of ~~per share) was removed from~~ the ~~Trust~~Flybondi ~~Account~~Business toCombination ~~pay~~Agreement ~~such~~remain ~~redeeming stockholders~~unchanged.

InThe ~~connection~~Company, ~~with~~FB ~~the~~Parent ~~approval~~and ofFlybondi ~~the~~have ~~First~~prepared ~~Extension~~and ~~Amendment~~FB ~~Proposal,~~Parent ~~the~~has ~~Company~~filed ~~issued~~with the ~~First~~SEC, ~~Extension~~on ~~Promissory~~January 23, ~~Note~~2025, the Flybondi Registration Statement in connection with the ~~aggregate~~registration ~~principal~~under ~~amount~~the Securities Act of upcertain securities to ~~$630,000~~be toissued ~~the~~by ~~Sponsor.~~FB ~~The~~Parent ~~First~~pursuant ~~Extension~~to ~~Promissory~~the ~~Note~~proposed ~~bears~~Flybondi noBusiness ~~interest~~Combination, ~~and~~which isincludes ~~repayable~~a inproxy ~~full~~statement/prospectus ~~upon~~that ~~the~~constitutes ~~date~~(i) a ofprospectus relating to the ~~consummation~~offer of ~~the~~such ~~Initial~~FB ~~Business~~Parent ~~Combination~~securities orand ~~the~~(ii) a ~~Company’s~~proxy ~~liquidation.~~statement ~~Additionally,~~to webe ~~agreed~~distributed to ~~make~~the ~~monthly~~Company’s ~~deposits~~stockholders ofin ~~$105,000~~connection ~~into~~with the ~~Trust~~solicitation ~~Account~~of proxies for ~~each~~the ~~calendar~~vote ~~month~~at ~~(commencing~~a onspecial ~~May 8,~~meeting ~~2023)~~of orits ~~portion~~stockholders ~~thereof,~~to ~~that~~be ~~was~~held ~~needed~~to byapprove the ~~Company~~proposed toFlybondi ~~complete an initial~~ Business Combination ~~until November 3, 2023,~~ and ~~such~~other ~~amount~~matters ~~will~~as bedescribed ~~distributed~~in ~~either~~the ~~to:~~Flybondi ~~(i) all~~Registration ofStatement, ~~the~~and ~~holders~~in ofconnection ~~Public~~with ~~Shares~~the ~~upon~~approval ~~our~~thereof, ~~liquidation~~to orprovide ~~(ii)~~ its Public ~~Shareholders~~Stockholders ~~who~~with ~~elect~~the opportunity to ~~have~~redeem their ~~Pubic~~Public Shares ~~redeemed~~ in ~~connection~~accordance with the ~~consummation~~redemption ofrights set forth in the ~~Business~~Amended ~~Combination~~and Restated Charter.

OnFor ~~November 2,~~a ~~2023,~~full ~~the~~description ~~Company held the Second Special Meeting, at which the stockholders approved, among other things, the Charter Amendment Proposals. Following approval~~ of the ~~Second~~Flybondi ~~Extension~~Business ~~Amendment Proposal, our~~ Combination ~~Period~~Agreement ~~was~~and ~~extended from November 3, 2023 to November 5, 2024. In connection with~~ the ~~vote~~proposed toFlybondi ~~approve~~Business ~~the Charter Amendment Proposals~~Combination, ~~the~~please ~~holders~~see of“Item 1~~,831,599~~. ~~Public~~Business” ~~Shares properly exercised their right to redeem such shares for a pro rata portion~~ of ~~the~~this ~~funds in the Trust Account~~Report. ~~As a result, $19,763,618 (approximately $10.79 per share) was removed from the Trust Account to pay such redeeming stockholders.~~

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 Public 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 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 deposited $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.

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 Public 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.

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Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

In connection with the approval of the ~~Charter~~Second Extension Amendment ~~Proposals~~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~~initial Business Combination or ~~our~~the Company’s liquidation. Additionally, the Company ~~will~~deposited ~~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 iswas 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 ~~Shareholders~~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.

AsOn ~~of December~~October 31, ~~2023~~2024, the Company ~~had~~held ~~paid~~the ~~$689~~Third Special Meeting,~~917~~ toat ~~fund~~which the ~~Trust~~stockholders ~~Account~~approved, ~~for~~among other things, the ~~First~~Third Extension ~~and~~Amendment Proposal. Following approval of the ~~Second~~Third Extension Amendment Proposal, the Combination Period was extended from November 5, 2024 to November 5, 2025, on a monthly basis (or such earlier date as determined by the Board). 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 Public 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.

~~The~~On ~~Company~~November 6, ~~may~~2024, ~~seek~~in toconnection ~~further~~with ~~extend~~ the ~~Combination~~approval ~~Period~~of ~~consistent~~the ~~with~~Third ~~applicable~~Extension ~~laws~~Amendment Proposal, ~~regulations~~the ~~and~~Company ~~stock~~issued ~~exchange~~the ~~rules.~~Third ~~Such~~Extension anPromissory ~~extension~~Note ~~would~~in ~~require~~ the ~~approval~~aggregate principal amount of ~~the~~up ~~Public~~to ~~Stockholders~~$130,561 ~~who~~to ~~will~~the beSponsor. ~~provided~~The ~~the~~Third ~~opportunity~~Extension toPromissory ~~redeem~~Note ~~all~~bears orno ainterest ~~portion~~and ofis ~~their~~repayable ~~Public~~in ~~Shares.~~full ~~Such~~upon ~~redemptions~~the ~~will~~date ~~likely~~of ~~have~~the aconsummation ~~material~~of ~~adverse~~the ~~effect~~initial onBusiness Combination or the ~~amount~~Company’s ~~held~~liquidation. inAdditionally, the Company agreed to make monthly deposits of $10,880 into the Trust Account, ~~our~~for ~~capitalization~~each calendar month (commencing on November 6, ~~principal~~2024) ~~stockholders~~or ~~and~~portion ~~other~~thereof, ~~impacts~~that onwas needed by the Company orto ~~Management~~complete ~~Team~~an initial Business Combination until November 5, 2025, and such asamount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s ~~ability~~liquidation or (ii) Public Stockholders who elect to ~~maintain~~have ~~its~~their ~~listing~~Pubic onShares redeemed in connection with the ~~Nasdaq~~consummation ~~Capital~~of ~~Market~~the Business Combination.

~~Founder~~Through ~~Share~~December 31, ~~Conversion~~2024, the Company had deposited an aggregate of $1,011,263 to fund the Trust Account under the Extension Promissory Notes.

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 our 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 our Class B Common Stock, held by our 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 and the redemptions in connection with the approval of the Charter Amendment Proposals, 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 the 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 ~~action~~conflict ~~between~~in ~~Hamas~~the ~~and~~Middle ~~Israel~~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 financial statements.

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 stockholders 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.

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Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

~~Inflation~~During ~~Reduction~~the ~~Act~~second quarter of ~~2022~~2024, 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.

OnAs ~~August 16, 2022, the IR Act was signed into federal law. The IR Act provides for, among other things,~~ a ~~new~~result ~~U.S. federal 1% Excise Tax on certain repurchases~~ of ~~stock~~the byredemptions ~~publicly~~in ~~traded~~2024 ~~U.S.~~in ~~domestic~~connection ~~corporations~~with ~~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~~Third ~~corporation~~Special ~~itself~~Meeting, ~~not its shareholders from which shares are repurchased. The amount of~~ the ~~Excise~~Company ~~Tax~~will isbe ~~generally~~required 1%to offile ~~the~~a ~~fair~~return ~~market~~and ~~value~~remit ofpayment ~~the shares repurchased at the time of the repurchase. However,~~ for ~~purposes~~2024 ~~of calculating the~~ Excise Tax, ~~repurchasing~~liabilities ~~corporations~~on ~~are~~or ~~permitted~~before ~~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~~April 30, ~~certain exceptions apply to the Excise Tax~~2025. The ~~Treasury~~Company ~~has~~is ~~been~~currently ~~given~~evaluating ~~authority~~its tooptions ~~provide~~with ~~regulations~~respect ~~and other guidance~~ to ~~carry~~this ~~out and prevent the abuse or avoidance of the Excise Tax~~obligation.

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.

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.

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 statements of operations.

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

On June 28, 2023, the Company received ~~the~~a ~~First~~deficiency ~~Nasdaq~~notice ~~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 (the “First Nasdaq Notice”). ~~This~~The ~~notification~~First Nasdaq Notice 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~~a ~~Second~~second ~~Nasdaq~~deficiency ~~Notice~~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 “Second Nasdaq Notice”). The Second Nasdaq 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 its 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 notice from the Listing Qualifications Department of Nasdaq stating that, pursuant to the Nasdaq 36 Month Requirement, the Nasdaq Staff had determined that (i) the Company’s securities would be delisted from Nasdaq, (ii) trading of the Class A Common Stock, Public Warrants, and Units would be suspended at the opening of business on November 11, 2024 and (iii) a Form 25-NSE would be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq; however, as of the date of this Report, a Form 25-NSE has not yet been filed and the Company’s securities remain registered on Nasdaq. Under the Nasdaq 36 Month Requirement, a SPAC 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 the Nasdaq 36 Month Requirement and that the Company’s securities would be subject to delisting.

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

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Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

InThe ~~accordance~~Company ~~with~~will ~~Nasdaq~~remain ~~Listing~~a ~~Rule~~reporting ~~5810I(2)(A)(i),~~entity ~~the~~under ~~Second Nasdaq Notice stated that~~ the ~~Company~~Exchange ~~had 45 calendar days~~Act, orwith ~~until~~respect ~~December 8, 2023,~~ to ~~submit~~continued adisclosure ~~plan~~of tofinancial ~~regain~~and ~~compliance~~operational ~~with the Minimum Total Holders Rule~~information.

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.

Liquidity, Capital Resources and Going Concern

As of December 31, ~~2023~~2024, the Company had $75146,~~891~~565 in its operating bank account and a working capital deficit of $34,~~274~~372,~~174~~904.

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 ~~Initial Public Offering~~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, the 2023 Promissory Note and the 2024 Promissory Note.

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 December 31, ~~2023~~2024, $355,000 had been borrowed under the First Extension Promissory Note.

On November 8, 2023, the Company issued the Second Extension Promissory Note into the ~~aggregate~~Sponsor, ~~principal~~pursuant ~~amount~~to ofwhich the Sponsor agreed to loan to the Company up to $359,503 to be deposited into the ~~Sponsor~~Trust Account (see Note 3). AtAs of December 31, ~~2023~~2024, ~~the~~$359,503 ~~Company~~ had ~~$59,917~~been ~~borrowings~~borrowed under the Second Extension Promissory Note.

On July 10, 2023, the Company issued the ~~WCL~~2023 Promissory Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $1,500,000 ~~to be deposited into the Trust Account~~ (see Note 3). As of December 31, ~~2023~~2024, $~~910~~1,~~083~~500,000 had been borrowed under the ~~WCL~~2023 Promissory Note.

~~ASU~~On September ~~2014-15~~12, 2024, the Company issued the 2024 Promissory Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $3,000,000 (see Note 3). As of December 31, 2024, $531,493 had been borrowed under the September 2024 Note.

On November 6, 2024, the Company issued the Third Extension Promissory Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $130,561 to be deposited into the Trust Account (see Note 3). As of December 31, 2024, $21,760 had been borrowed under the Third Extension Promissory Note.

On April 30, 2024, $900,000 of cash was released to the Company 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) was held by the Company in a segregated bank account. In October 2024, the Company utilized the $900,000 released to the Company (along with other Company funds) to pay the Company’s Excise Tax liability of $1,076,073.

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 financial ~~statements~~statement ~~are~~is presented in conformity with U.S. GAAP and pursuant to the rules and regulations of the SEC.

Segment Reporting

The Company complies with ASU 2023-07, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements. The Company adopted ASU 2023-07 on January 1, 2024. The amendments will be applied retrospectively to all prior periods presented in the accompanying financial statements (see Note 8).

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~~

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INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

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.

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 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 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 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 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.

~~Marketable~~Cash ~~securities and cash~~ held in Trust Account

As of December 31, 2024 and 2023, ~~investments~~funds in the Trust Account were invested in an interest-bearing demand deposit account ~~and at December 31, 2022 investments in the Trust Account primarily consisted of U~~.S ~~money market funds U.S. government securities.~~ The demand deposit account ~~and U.S. money market funds~~ generally ~~have~~has a readily determinable fair value and ~~are~~is classified as a Level 1 ~~valuations~~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 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.

non-financial

re-measured

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.

•		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 statements of operations. Derivative assets and liabilities are classified in the accompanying 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.

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Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

•Forward ~~Level~~Purchase ~~1—Valuations~~Agreement ~~based~~liability 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. • 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~~The ~~Financial~~Company ~~Instruments~~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 did 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 to re-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 statement of operations.

~~re-valued~~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 statements of operations.

non-current

net-cash

Forward Purchase Agreement

815-40

re-measurement

re-measurement,

. 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 statements of operations.

Income Taxes

The Company accounts for income taxes under ASC 740. ASC 740, ~~Income Taxes,~~ 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.

~~more-likely-than-not~~As of December 31, 2024 and 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 year ended December 31, 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 year ended December 31, 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 (16.9)% and 24.6% for the year ended December 31, 2024 and 2023, respectively.

~~The~~ASC ~~Company~~740 ~~recognizes~~clarifies ~~accrued~~the ~~interest~~accounting ~~and~~for ~~penalties~~uncertainty ~~related~~in toincome ~~unrecognized~~taxes ~~tax~~recognized ~~benefits~~in asan ~~income~~enterprise’s ~~tax~~financial ~~expense.~~statements ~~There~~and ~~were~~prescribes noa ~~unrecognized~~recognition ~~tax~~threshold ~~benefits~~ and nomeasurement ~~amounts~~process ~~accrued~~ for ~~interest~~financial ~~and~~statement ~~penalties~~recognition asand measurement of ~~December 31,~~a ~~2023~~tax ~~and~~position ~~2022~~taken or expected to be taken in a tax return. ~~The~~For ~~Company~~those isbenefits ~~currently~~to be recognized, a tax position must be more-likely-than-not ~~aware~~to ofbe ~~any~~sustained ~~issues~~upon ~~under~~examination ~~review~~by ~~that~~taxing ~~could~~authorities. ~~result~~ASC in740 ~~significant~~also ~~payments~~provides guidance on derecognition, ~~accruals~~classification, orinterest ~~material~~and ~~deviation~~penalties, ~~from~~accounting ~~its~~in ~~position~~interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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 50 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 December 31, 2024 and 2023, the Company reported $371,214 and $0 on the accompanying balance sheet for this uncertainty.

On January 21, 2025, the Company filed an amendment to its previously filed 2023 tax return. The amendment reversed the deductions related to startup and operating costs outlined above. As a result, the Company expects to reverse the reserve for uncertain tax positions in its next filing. 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 stockholder 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.

F-14

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since its inception. 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. The Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Common Stock Subject to Possible Redemption

480-10-S99,

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 balance sheets as of December 31, ~~2023~~2024 and ~~2022~~2023 is reconciled in the following table:

Class A Common Stock subject to possible redemption
	Shares			Amount
January 1, 2022		11,500,000		$	116,725,000
Plus:
Remeasurement of carrying value to redemption value		—			1,012,665
December 31, 2022		11,500,000		$	117,737,665
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
Less:
Redemptions		(835,672	)		(9,538,763	)
Plus:
Remeasurement of carrying value to redemption value		—			684,313
December 31, 2024		362,670		$	4,069,207

Net ~~Income~~ (Loss) Income Per Common Stock

The Company complies with the accounting and disclosure requirements of ASC 260. Net ~~income~~ (loss) income per Common Stock is computed by dividing net ~~income~~ (loss) income by the weighted average number of shares of Common Stock outstanding during the period. At December 31, ~~2023~~2024 and ~~2022~~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 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 ~~not~~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.

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 income (loss) per Common Stock is the same as basic income (loss) per Common Stock for the periods presented.


	For the Years Ended December 31,
	2024						2023
	Redeemable Class A			Non-Redeemable Class A And Class B			Redeemable Class A		Non-Redeemable Class A And Class B
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(337,183	)	$	(905,575	)	$	1,017,839	$	509,756

Denominator:
Basic and diluted weighted average shares outstanding		1,070,480			2,875,000			5,740,571		2,875,000

Basic and diluted net (loss) income per share	$	(0.31	)	$	(0.31	)	$	0.18	$	0.18

two-class

non-redeemable

F-15

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

	For the Year EndedDecember 31, 2023				For the Year EndedDecember 31, 2022
	RedeemableClass A		Non-redeemableClass A andClass B		RedeemableClass A			Non-redeemableClass A andClass B
Basic and diluted net income (loss) per share
Numerator:
Allocation of net income (loss), as adjusted	$	1,017,839	$	509,756	$	(1,153,851	)	$	(288,463	)
Denominator:
Basic and diluted weighted average shares outstanding		5,740,571		2,875,000		11,500,000			2,875,000
Basic and diluted net income (loss) per share	$	0.18	$	0.18	$	(0.10	)	$	(0.10	)

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 on January 1, 2024. The adoption of ASU 2020-06 has not had a material impact on the Company’s financial statements and disclosures.

~~2020~~In November 2023, the FASB issued ASU 2023-0607, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 on January 1, 2024. The amendments will be applied retrospectively to all prior periods presented in the accompanying financial statements. The adoption of ASU 2023-07 has not had a material impact on the Company’s financial statements and disclosures.

~~2020~~In December 2023, the FASB issued ASU 2023-0609, which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. Management does not believe the adoption of ASU 2023-09 will have a material impact on the Company’s financial statements and disclosures.

~~2020-06~~Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. Management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

The Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

Note 3 — Related Party Transactions

~~Related~~Working ~~Party~~Capital Loans—Convertible

On July 10, 2023, the Company issued the ~~WCL~~2023 Promissory Note to the Sponsor in an amount of up to $1,500,000 in connection with ~~such~~the convertible Working Capital Loans. The ~~WCL~~2023 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates a Business Combination and (ii) the date of the liquidation of the Company. Additionally, at the option of the Sponsor, the unpaid principle may be converted into warrants at a conversion price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the convertible Working Capital Loans. As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company owed $~~910~~1,~~083~~500,000 and $0910,083, respectively, under the ~~WCL~~2023 Promissory Note and reported the amounts as Working Capital Loans—convertible on the accompanying balance ~~sheet~~sheets.

Administrative Fees

Pursuant to the Services Agreement, the Company has agreed to pay the Sponsor a total of $20,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Total administrative fee for the years ended December 31, 2024 and 2023 is $240,000. At December 31, 2024 and 2023, $120,000 and $80,000, respectively, is reported on the accompanying balance sheets as due to the Sponsor for the administrative fees.

Promissory Notes – Related Party

On May 8, 2023, the Company issued the First Extension Promissory Note to the Sponsor in an amount of up to $630,000 to be deposited into the Trust Account ($105,000 per month following the 5th of each month through November 3, 2023) for the benefit of the Public Stockholders who did not redeem their Public Shares in connection with the First Extension. The First Extension Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates a Business Combination and (ii) the date of the liquidation of the Company. At December 31, 2024 and 2023, the Company had $355,000 of borrowings under the First Extension Promissory Note.

F-16

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

On November 8, 2023, 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 earlier to occur of (i) the date on which the Company consummates a Business Combination and (ii) the date of the liquidation of the Company. The Company deposited $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 was needed by the Company to complete an initial Business

~~Promissory~~Combination ~~Notes~~until –November ~~Related~~5, ~~Party~~2024. At December

31, 2024 and 2023, the Company had $359,503 and $59,917, respectively, of borrowings under the Second Extension Promissory Note.

thOn September 12, 2024, the Company issued the 2024 Promissory Note in the aggregate principal amount of up to $3,000,000 to the Sponsor. The 2024 Promissory 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 2024 Promissory 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. At December 31, 2024, the Company had $531,493 of borrowings under the 2024 Promissory Note.

thOn November 6, 2024, 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 earlier to occur of (i) the date on which the Company consummates a Business Combination and (ii) the date of the liquidation of the Company. Additionally, the Company has deposited will continue to deposit $10,880 into the Trust Account for each calendar month (commencing on November 6, 2024 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, 2025, and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their Public Shares redeemed in connection with the consummation of the initial Business Combination. At December 31, 2024, the Company had $21,760 of borrowings under the Third Extension Promissory Note.

Consulting and Advisory Services

On May 28, 2021, the Company entered into a letter agreement with J.V.B., pursuant to which, the Company engaged Cohen & Company, to provide consulting and advisory services in connection with the IPO in return for a transaction fee to be paid to J.V.B. in an amount equal to 10.0% of the aggregate underwriting discount and commissions earned by the underwriters in connection with the IPO to be paid simultaneously with the actual payment of such underwriting discount and commissions to the underwriters upon (i) the closing of the IPO and (ii) the completion of the Business Combination. J.V.B. was one of the Anchor Investors that purchased Units in the IPO and became a member of the Sponsor at the closing of ~~our~~the IPO to hold an indirect interest in a specified number of the Founder Shares held by the Sponsor. ~~On November 9, 2023, the Company and J.V.B. mutually agreed to terminate this arrangement. No further transactions fees will be payable to J.V.B. under this engagement of services.~~

On November 4, 2021, the Company paid J.V.B. $85,000 in cash from funds outside of the Trust Account. Funds due to J.V.B. upon the completion of the initial Business Combination ($605,000 in the aggregate) were to be paid by the underwriters of the Initial Public Offering.

On November 9, 2023, the Company and J.V.B. mutually agreed to terminate this arrangement. No further transaction fees will be payable to J.V.B. under this engagement of services

Note 4 — Commitments and Contingencies

Registration Rights Agreement

The holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) ~~Private~~warrants ~~Placement Warrants~~ that may be issued upon conversion of Working Capital Loans (and in each case holders of their underlying securities, as applicable), have registration rights to require the Company to register a sale of any of the Company’s securities held by the holders prior to the consummation of ~~our~~the initial Business Combination pursuant to athe ~~registration~~Registration ~~rights~~Rights ~~agreement executed in connection with the IPO~~Agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of ~~our~~the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter Agreement

The underwriters of the IPO were entitled to a deferred underwriting commission of $0.50 on the first 10,000,000 Units sold in the IPO and $0.70 per Unit sold thereafter, or $6,050,000 in the aggregate. On August 28, 2023, the underwriters waived any right to receive the deferred underwriting commission and will therefore receive no additional underwriting commissions in connection with the closing of the Flybondi Business Combination. As a result, $6,050,000 was recorded to accumulated deficit in relation to the reduction of the deferred underwriter commission. As of December 31, ~~2023~~2024 and ~~2022~~2023, the deferred underwriting commission is $0 ~~and $6,050,000, respectively~~.

F-17

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

The Company complies with ASC 405 and derecognized the deferred underwriting commission liability upon being released of the obligation by the underwriters. To account for the waiver of the deferred underwriting commission, the Company reduced the deferred underwriter commission liability to $0 and reversed the previously recorded cost of issuing the instruments in the IPO, which included a reduction in the accumulated deficit and increased income available to Class B Common Stock by $6,050,000, which was previously allocated to the Class A Common Stock subject to redemption and accretion recognized at the date of the IPO.

Anchor Investment

The Anchor Investors purchased an aggregate of approximately $60.8 million of the Units in the IPO at the public offering price. There can be no assurance that the Anchor Investors will retain their Units prior to or upon the consummation of the initial Business Combination. In addition, none of the Anchor Investors has any obligation to vote any of their Public Shares in favor of the initial Business Combination.

The Anchor Investors have not been granted any stockholder or other rights that are in addition to those granted to our other Public Stockholders, and were only issued equity interests in the Sponsor, with no right to control the Sponsor or vote or dispose of any securities held by the Sponsor. Further, unlike some anchor investor arrangements of other blank check companies, the Anchor Investors are not required to (i) hold any Units, Class A Common Stock or Public Warrants they may have purchased in the IPO or thereafter for any amount of time, (ii) vote any shares of Class A Common Stock they may own at the applicable time in favor of our initial Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to any Public Shares they hold as the rights afforded to the other Public Stockholders.

~~Forward~~Contingent ~~Purchase~~Business ~~Shares~~Combination Expenses

OnIn ~~August 23,~~connection ~~2021,~~with ~~pursuant to~~ the ~~FPAs,~~Company’s ~~Crescent~~proposed ~~Park,~~Business ~~which~~Combination iswith ~~one of the Anchor Investors~~Flybondi, ~~and Carnegie Park agreed to purchase up to 2,500,000 Forward Purchase Shares in~~ the ~~case~~Company ofhas ~~Crescent~~incurred ~~Park~~approximately ~~and up to 500~~$260,000 ~~Forward Purchase Shares~~ in ~~the~~contingent ~~case~~Business ofCombination ~~Carnegie~~related ~~Park at $10~~expenses.00 ~~per~~From ~~share~~these ~~(as~~contingent ~~such~~expenses, ~~price~~approximately ~~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~~85,000~~,000~~ inwas ~~the~~due ~~aggregate~~upon ifthe ~~all~~filing of the ~~Forward~~Flybondi ~~Purchase~~Registration ~~Shares~~Statement ~~were~~and ~~purchased at~~ $~~10.00 per share (or up to $27~~175,~~600,~~000 inis ~~the~~due ~~aggregate~~upon ~~if all of~~ the ~~Forward~~Closing ~~Purchase Shares were purchased at $9.20 per share or up to a lower amount in the aggregate if all~~ of the ~~Forward~~Flybondi ~~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.

Forward Purchase Agreements

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.

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.

Excise Tax

~~paid-~~In connection with the votes to amend the Amended and Restated Charter at the First Special Meeting and the Second Special Meeting, holders of 10,301,658 shares of Class A Common Stock properly exercised their right to redeem their Public Shares for an aggregate redemption amount of $107,607,366. As such, the Company recorded a 1% Excise Tax liability in the amount of $1,076,073 on the accompanying balance sheet as of December 31, 2023.

In connection with the vote to amend the Amended and Restated Charter at the Third Special Meeting, Public Stockholders holding 835,672 Public Shares properly exercised their right to redeem such Public 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. As such, the Company recorded a 1% Excise Tax liability. At December 31, 2024 and 2023, the Company reported an Excise Tax Liability of $95,388 and $1,076,073, respectively, on the accompanying balance sheets. The liability does not impact the accompanying statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

~~The~~On ~~Cartesian~~April 30, ~~Escrow~~2024, ~~Parties~~in ~~(as~~association ~~defined~~with in the Flybondi Business Combination Agreement), ~~agreed~~the toCartesian ~~fund~~Escrow Parties released $900,000 to ~~into~~the ~~escrow~~Company solely for the ~~payment~~purpose of the Company’s ~~excise~~paying ~~tax~~the Excise Tax liability. ~~Such~~and ~~amount~~(i) under ~~shall~~conditions beas ~~released~~stipulated toin the ~~Company~~Flybondi onBusiness ~~April~~Combination Agreement and (ii) ~~26,~~which ~~2024~~was ~~solely~~held ~~for~~by the ~~purpose~~Company ofin a segregated bank account. On October 23, 2024, the Company ~~paying~~filed ~~the~~its Excise Tax ~~liability~~return and ~~under~~utilized ~~conditions~~the as$900,000 ~~stipulated~~released into the ~~Flybondi~~Company ~~Business~~(along ~~Combination~~with ~~Agreement~~other Company funds) to pay the Company’s Excise Tax liability of $1,076,073.

This Excise Tax liability can be offset by future share issuances within the same fiscal year, which will be evaluated and adjusted in the period in which the issuances occur.

F-18

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

Note 5 — Stockholders’ Deficit

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At December 31, ~~2023~~2024 and ~~2022~~2023, there were no shares of preferred stock issued or outstanding.

Class A Common Stock

~~Following~~The ~~approval~~Company ofis ~~the~~authorized ~~Founder~~to ~~Share~~issue ~~Amendment Proposal~~100, ~~on November 3~~000,000 ~~2023, the Company issued an aggregate of 2,874,999~~ shares of Class A Common Stock towith ~~the~~a ~~Sponsor~~par ~~upon~~value ~~the conversion~~ of an$0.0001 ~~equal~~per ~~number~~share. ofHolders ~~shares~~ of Class BA Common Stock ~~held~~are byentitled ~~the~~to ~~Sponsor~~one asvote ~~Founder~~for ~~Shares~~each inshare. ~~the~~As ~~Founder~~of ~~Share~~December 31, ~~Conversion.~~2024 ~~The~~ and 2023, there was 2,874,999 shares of Class A Common Stock issued inor ~~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~~outstanding, ~~including,~~excluding ~~among other things~~362,670 ~~certain~~and ~~transfer restrictions~~1,198,342 ~~waiver~~shares ofsubject ~~redemption rights and the obligation~~ to ~~vote~~possible inredemption, ~~favor of an initial Business Combination as described in the IPO Registration Statement~~respectively.

~~The~~Following the approval of the Founder Share Amendment Proposal at the Second Special Meeting, on November 3, 2023, the Company isissued ~~authorized~~an toaggregate ~~issue~~of ~~100~~2,~~000~~874,~~000~~999 shares of Class A Common Stock ~~with~~(consisting aof ~~par~~2,824,999 ~~value~~shares ofto ~~$0.0001~~the ~~per~~Sponsor ~~share.~~and ~~Holders~~50,000 ofshares ~~Class A~~to ~~Common~~an ~~Stock~~Anchor ~~are~~Investor) ~~entitled~~upon tothe ~~one~~conversion ~~vote~~of ~~for~~an ~~each~~equal ~~share.~~number Asof shares of ~~December~~Class 31B Common Stock, ~~2023~~held by the Sponsor and ~~2022~~such Anchor Investor, ~~there~~respectively, ~~were~~as Founder Shares. The 2,874,999 ~~and no~~ shares, ~~respectively,~~ of Class A Common Stock issued orin ~~outstanding,~~connection ~~excluding~~with 1the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion,~~198~~ including,~~342~~ ~~and~~among 11other things,~~500~~ certain transfer restrictions,~~000~~ ~~shares~~waiver ~~subject~~of redemption rights and the obligation to ~~possible~~vote ~~redemption~~in favor of a Business Combination, ~~respectively~~as described in the IPO Registration Statement.

Class B Common Stock

The Company is authorized to issue 10,000,000 shares of Class B Common Stock with a par value of $0.0001 per share. Holders of the Class B Common Stock are entitled to one vote for each ~~common~~ share. At December 31, ~~2023~~2024 and ~~2022~~2023, there ~~were~~was 1one ~~and~~share ~~2,875,000 shares~~ of Class B Common Stock issued and outstanding~~, respectively~~.

The Class B Common Stock will automatically convert into shares of Class A Common Stock concurrently with or immediately following the consummation of the initial Business Combination, or at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A Common Stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A Common Stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A Common Stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A Common Stock by Public Stockholders), including the total number of shares of Class A Common Stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A Common Stock or equity-linked securities or rights exercisable for or convertible into shares of Class A Common Stock issued, or to be issued, to any seller in the initial Business Combination and any warrants issued to the Sponsor, officers or directors upon conversion of the Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

as-converted

one-for-one

Warrants

Each whole Warrant entitles the registered holder to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the ~~warrant~~Warrant ~~agreement executed in connection with the IPO~~Agreement, a warrant holder may exercise its Warrants only for a whole number of shares of Class A Common Stock. This means that only a whole Warrant may be exercised at any given time by a warrant holder. No fractional Warrants were issued upon separation of the Units and only whole Warrants trade. The Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A Common Stock until the Warrants expire or are redeemed, as specified in the Warrant Agreement. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants is not effective by the 60

business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a

F-19

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

th“cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A Common Stock issuable upon exercise of the Warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $18.00.

Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants):

• In whole and not in part; • atAt a price of $0.01 per Warrant; • ~~upon~~Upon not less than 30 days’ prior written notice of redemption given after the Warrants become exercisable to each warrant holder; and • ifIf, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days ~~within a 30~~withina30-trading-~~day~~dayperiodcommencing ~~period commencing~~ once the Warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders.

In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price (as defined below) of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Board of Directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the ~~warrants~~Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price.

The Company accounts for the 10,700,000 Warrants issued in connection with the IPO (comprised of 5,750,000 Public Warrants and 4,950,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the Warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Note 6 — Fair Value Measurements

As of December 31, 2024 and 2023, funds ~~invested~~ in the Trust Account were invested in an interest-bearing demand deposit account. ~~At December 31, 2022, investments in the Trust Account consisted of U.S money market funds.~~ The demand deposit account ~~and~~is ~~the U.S. money market funds are~~ carried at fair value, ~~and~~which ~~the~~is ~~fair~~generally ~~values~~readily ~~of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets~~determinable.

Recurring Fair Value Measurements

Under the guidance in ASC 815-40, the FPAs do not meet the criteria for equity classification. As such, the FPAs were recorded on the accompanying balance sheets at fair value. This valuation was subject to re-measurement at each balance sheet date. With each re-measurement, the valuations were adjusted to fair value, with the change in fair value recognized in the accompanying statements of operations. In December 2023, the FPAs were terminated pursuant to the FPA Termination Agreements.

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the FPA classified as Level 3 for the year ended December 31, 2023:


Changes in fair value of FPA classified as level 3
January 1, 2023	$	2,708,717
Change in fair value – statement of operations		(1,696,965	)
Change in fair value – statement of stockholders’ deficit		(1,011,752	)

December 31, 2023	$	—

F-20

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

~~Recurring~~Note ~~Fair~~7 ~~Value~~— Income ~~Measurements~~Tax

~~815-40~~The Company’s net deferred tax assets at December 31, 2024 and 2023 are as follows:

re-measurement


	December 31, 2024			December 31, 2023
Deferred tax assets
Organizational costs/startup expenses	$	806,020		$	567,219

Total deferred tax assets		806,020			567,219
Valuation allowance		(806,020	)		(567,219	)

Deferred tax assets, net of allowance	$	—		$	—

~~re-measurement~~The income tax provision for the year ended December 31, 2024 and 2023 consists of the following:

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022:


	December 31, 2024			December 31, 2023
Federal
Current	$	114,057		$	576,131
Prior year true-up		—			(79,128	)
Deferred		(151,384	)		(329,542	)
State and Local
Current		65,863			—
Deferred		(87,417	)		—
Change in valuation allowance		238,801			329,542

Income tax provision	$	179,920		$	497,003

As of December 31, ~~2022~~2024 and 2023, the Company had no of U.S. federal net operating loss carryovers available to offset future taxable income.

	Level 1		Level 2		Level 3
Assets
Marketable securities and cash held in Trust Account	$	118,064,355	$	—	$	—
Liabilities
FPA	$	—	$	—	$	2,708,717

In assessing the realization of the deferred tax assets, Management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2024 and 2023, the change in the valuation allowance was $238,801 and $329,542, respectively.

~~Measurement~~A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2024 and 2023 is as follows:

On December 31, 2022, the Company used a Probability Weighted Expected Return (“PWER”) model to value the FPA.


	December 31, 2024			December 31, 2023
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		12.1	%		—	%
Business Combination expenses		(27.6	)%		4.9	%
Change in fair value of FPA		—	%		(17.6	)%
Change in valuation allowance		(22.4	)%		16.3	%

Income tax provision		(16.9	)%		24.6	%

The key inputs into the modified PWER model for the FPA were as follows:

Input	December 31, 2022
Probability of successful Business Combination		85	%
Likelihood by 04/30/2023		15	%
Likelihood by 06/30/2023		15	%
Likelihood by 10/31/2023		70	%
Risk-free rate		4.75	%
Stock price	$	10.11
Estimated term remaining (years)		0.71

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the FPA classified as Level 3 for the year ended December 31, 2023 and 2022:

F-21

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, ~~2023~~2024

Changes in fair value of FPA classified as level 3:

January 1, 2022	$	1,007,934
Change in fair value		1,700,783
December 31, 2022	$	2,708,717
January 1, 2023	$	2,708,717
Change in fair value – statement of operations		(1,696,965	)
Change in fair value – statement of stockholders’ deficit		(1,011,752	)
December 31, 2023	$	—

Note 7. Income Tax

The Company’s net deferred tax assets (liability) at December 31, 2023 and 2022 are as follows:

	December 31, 2023			December 31, 2022
Deferred tax assets (liability)
Federal net operating loss	$	—		$	—
Organizational costs/startup expenses		567,219			237,677
Unrealized gain on Trust Account		—			(79,128	)
Total deferred tax assets (liability)		567,219			158,549
Valuation allowance		(567,219	)		(237,677	)
Deferred tax assets (liability), net of allowance	$	—		$	(79,128	)

The income tax provision for the year ended December 31, 2023 and 2022 consists of the following:

	December 31, 2023			December 31, 2022
Federal
Current	$	576,131		$	190,069
Prior year true-up		(79,128	)
Deferred		(329,542	)		(80,521	)
State and Local
Current		—			—
Deferred		—			—
Change in valuation allowance		329,542			159,649
Income tax provision	$	497,003		$	269,197

As of December 31, 2023 and 2022, the Company had no of U.S. federal net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $329,542 and $159,649, respectively.

F-22

Table of Contents

INTEGRAL ACQUISITION CORPORATION 1

NOTES TO FINANCIAL STATEMENTS

December 31, 2023

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows:

	December 31, 2023			December 31, 2022
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		—	%		—	%
Prior year true-up		—	%		0.1	%
Business combination expenses		4.9	%		0.0	%
Change in fair value of FPA		(17.6	)%		(30.4	)%
Change in valuation allowance		16.3	%		(13.7	)%
Income tax provision		24.6	%		(23.0	)%

The Company files US federal and New York City and State tax returns and is subject to examination by various taxing authorities.

The ~~Company’s~~ effective tax ~~rates~~rate for the ~~period~~periods presented ~~differ~~differs from the expected (statutory) ~~rates~~tax rate of 21% for the year ended December 31, 2024 due to ~~the~~New ~~recording~~York ofState ~~full~~and City taxes, Business Combination related expenses and the valuation ~~allowances~~allowance on the deferred tax assets. ~~and~~The ~~Business~~effective ~~Combination~~tax ~~expenses~~rate ~~and~~differs ~~change~~from the statutory tax rate of 21% for the year ended December 31, 2023, due to changes in fair value of ~~warrants~~the ~~between~~FPAs ~~book~~ and ~~taxable~~the ~~income~~valuation allowance on the deferred tax assets.

~~Note~~NOTE 8. SEGMENT —INFORMATION ~~Subsequent Events~~

~~The~~ASC ~~Company~~280 ~~evaluated~~establishes ~~subsequent~~standards ~~events~~for ~~and~~companies ~~transactions~~to ~~that~~report ~~occurred~~in ~~after~~their ~~the~~financial ~~balance~~statement ~~sheet~~information ~~date~~about upoperating tosegments, ~~the~~products, ~~date~~services, ~~that~~geographic ~~the~~areas, ~~accompanying~~and ~~financial~~major ~~statements~~customers. Operating ~~were~~segments ~~issued.~~are ~~Based~~defined onas ~~the~~components ~~Company’s~~of ~~review~~an ~~the~~enterprise ~~Company~~for ~~did~~which ~~not~~separate ~~identify~~financial ~~any~~information ~~subsequent~~is ~~events~~available that ~~would~~is ~~have~~regularly ~~required~~evaluated ~~adjustment~~by the Company’s chief operating decision maker (“CODM”), or ~~disclosure~~group, in ~~the~~deciding ~~financial~~how ~~statements~~to allocate resources and assess performance.

~~F-23~~The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following:


	Year ended December 31, 2024		Year ended December 31, 2023
Operating costs	$	1,669,167	$	2,414,736
Interest income	$	606,329	$	2,742,369

The key measures of segment profit or loss reviewed by our CODM are operating costs and interest income.

Operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. The CODM reviews interest income to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the accompanying financial statements were issued. Based on the Company’s review, except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Since December 31, 2024 through the date of this Report, an aggregate of $21,760 has been deposited into the Trust Account to extend the Combination Period to March 5, 2025 under the Third Extension Promissory Note.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) it 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 (ii) 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 50 percent likely to be realized upon ultimate settlement with the related tax authority. 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 December 31, 2024 and 2023, the Company reported $371,214 and $0 on the balance sheet of the accompanying financial statements for this uncertainty. In January 2025, the Company amended its 2023 corporate tax return.

F-2

EXHIBIT INDEX

Exhibit No.		Description
1.1		Form of Underwriting Agreement by and between the Company and Wells Fargo Securities, LLC. (2)
1		Form of Underwriting Agreement by and between the Company and Wells Fargo Securities, LLC. (2)
2.1		Business Combination Agreement, dated October 19, 2023, by and among the Company, Flybondi, FB Parent Holdings, Merger Sub and the Signing Sellers. (6)
2.2		Assignment, Novation and Amendment Agreement, dated July 2, 2024, by and among the Company, FB Parent, FB Parent Holdings, Merger Sub, Flybondi, and the Sellers. (10)
2.3		Second Amendment to Business Combination Agreement, dated as of October 1, 2024, by and among the Company, Flybondi, FB Parent, Merger Sub and the Sellers. (12)
3.1		Bylaws. (2)
3.2		~~Form~~Certificate of ~~Amended and Restated Charter~~Incorporation. (2)
3.3		Amendment to Amended and Restated Charter. (5)
3.2		Form of Amended and Restated Certificate of Incorporation. (2)
3.4		Second Amendment to Amended and Restated Charter. (8)
3.3		Amendment to Amended and Restated Certificate of Incorporation. (4)
3.4		Second Amendment to Amended and Restated Certificate of Incorporation. (7)
3.5		Third Amendment to Amended and Restated Certificate of Incorporation. (13)
4.1		Specimen Unit Certificate. (2)
4.2		Specimen Class A Common Stock Certificate. (2)
4.3		Specimen Warrant Certificate. (2)
4.4		Form of Warrant Agreement by and between the Company and Continental, as warrant agent. (2)
4.5		Description of Registered Securities. (3)
10.1		Securities Subscription Agreement, dated February 16, 2021, by and between the Company and the Sponsor. (2)
10.2		Promissory Note, dated as of February 16, 2021, issued to the Sponsor. (2)
10.3		Form of Indemnity Agreement. (2)
10.4		Form of Letter Agreement by and among the Company, the Sponsor, and each of its executive officers and directors. (2)
10.5		Form of Investment Management Trust Agreement by and between the Company and Continental, as trustee. (2)
10.6		Form of Registration and Shareholder Rights Agreement by and among the Company, the Sponsor, and the holders signatory thereto. (2)
10.7		Form of Private Placement Warrants Purchase Agreement by and between the Company and the Sponsor. (2)
10.8		Form of Services Agreement by and between the Company and the Sponsor. (2)
10.9		Form of ~~Consulting~~Forward Purchase Agreement by and between the Company and ~~Cohen~~Crescent ~~& Company~~Park. (2)
10.10		Form of Forward Purchase Agreement by and between the Company and Crescent Park. (2)
10.11		Form of Forward Purchase Agreement by and between the Company and Carnegie Park. (2)
10.12		Promissory Note, dated as of May 8, 2023, issued to the Sponsor. (4)
10.13		Promissory Note, dated July 10, 2023, issued to Integral Sponsor LLC. (5)
10.14		Sponsor Support Agreement, dated October 19, 2023, by and among the Company, the Sponsor and Flybondi. (5)
10.15		Form of Lock-Up Agreement. (6)
10.16		Form of Registration Rights Agreement. (6)
10.17		Promissory Note, dated as of November 8, 2023, issued to the Sponsor. (8)
10.18		FPA Termination Agreement, dated December 8, 2023, by and between the Company and Carnegie Park. (8)
10.19		FPA Termination Agreement, dated December 12, 2023, by and between the Company and Crescent Park. (8)
14		Form of Code of Ethics. (1)
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
97		Policy Related to Recovery of Erroneously Awarded Compensation, adopted on November 30, 2023.*
99.1		Amended Audit Committee Charter.*
99.2		Amended Compensation Committee Charter.*
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*


10.10		Form of Forward Purchase Agreement by and between the Company and Carnegie Park. (2)

10.11		Form of Consulting Services Agreement by and between the Company and Cohen & Company Capital Markets. (2)

10.12		Promissory Note, dated May 8, 2023, issued to the Sponsor. (4)

10.13		Promissory Note, dated July 10, 2023, issued to the Sponsor. (5)

10.14		Sponsor Support Agreement, dated October 19, 2023, by and among the Company, the Sponsor and Flybondi. (6)

10.15		Form of Lock-Up Agreement. (6)

10.16		Form of Registration Rights Agreement. (6)

10.17		Promissory Note, dated November 8, 2023, issued to the Sponsor. (7)

10.18		FPA Termination Agreement, dated December 12, 2023, by and between the Company and Crescent Park. (8)

10.19		FPA Termination Agreement, dated December 12, 2023, by and between the Company and Crescent Park. (8)

10.20		Amendment No. 1 to Sponsor Support Agreement, dated July 2, 2024, by and among the Company, the Sponsor and Flybondi. (10)

10.21		Promissory Note, dated September 12, 2024, issued to the Sponsor. (11)

10.22		Promissory Note, dated November 6, 2024, issued to the Sponsor. (13)

14		Code of Ethics. (1)

19		Insider Trading Policies and Procedures, adopted February 12, 2025.*

31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

97.1		Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023. (9)

99.1		Amended Audit Committee Charter. (9)

99.2		Amended Compensation Committee Charter. (9)

101.INS		Inline XBRL Instance Document.*

101.SCH		Inline XBRL Taxonomy Extension Schema Document.*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*


101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

*	Filed herewith.

**	Furnished herewith

44(1) Incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-257058), filed with the SEC on September 3, 2021.

(1) Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1/A (File No. 333-257058), filed with the SEC on September 3, 2021.

(2)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 8, 2021.

(3)	Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on April 1, 2022.

(4)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2023.

(5)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July 10, 2023.

(6)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 25, 2023.

(7)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 8, 2023.

(8)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2023.

45(9) Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 12, 2024.

(10)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July 9, 2024.

(11)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on September 17, 2024.

(12)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 3, 2024.

(13)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 6, 2024.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Position	Date
/s/ Enrique Klix	Director and Chief Executive Officer	~~April~~February 1118, ~~2024~~2025
Enrique Klix	(Principal Executive Officer)
/s/ Oliver Matlock	Chief Financial Officer	~~April~~February 1118, ~~2024~~2025
Oliver Matlock	(Principal Financial and Accounting Officer)
/s/ James Cotton	Chairman of the Board	~~April~~February 1118, ~~2024~~2025
James Cotton
/s/ Stuart Hutton	Director	~~April~~February 1118, ~~2024~~2025
Stuart Hutton
/s/ Niraj Javeri	Director	~~April~~February 1118, ~~2024~~2025
Niraj Javeri
/s/ Lynne Thornton	Director	~~April~~February 1118, ~~2024~~2025
Lynne Thornton

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