Integral Acquisition Corp 1

Item1A. 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. For additional risks relating to our operations, other than as set forth below, see the section titled Risk Factors contained in our (i) IPO Registration Statement, (ii) 2021 Annual Report, (ii) 2022 Annual Report, (iii) 2023 Annual Report, (iv) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023 and , September 30, 2023,  and June 30, 2024, as filed with the SEC on May 16, 2022, August 15, 2022, November 14, 2022, May 15, 2023 and , November 21, 2023 and August 7, 2024, respectively and (iv) Definitive Proxy Statement on Schedule 14A, as filed with the SEC on October 20August 6, 20234 Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. 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 publicly filed.

If we fail to consummate our initial Business Combination by November 2, 2024, including the Flybondi Business Combination, oNasdaq has delisted our securities will be suspended from trading on Nasdaq and subject to potential delisting, which may have a material adverse effect on the trading of our securities and our acould limit investors ability to consummate an initial Business Combinamake transaction.

Our IPO Registration Statement was declared effective by the SEC on November 2, 2021 and os in our securities are currently listed on the Nasdaq Capitnd subject us to additional Market. Pursuant to our Amended and Restated Charter, we have untiltrading restrictions.

On November 54, 2024 (or such shorter period of time as determined by our Board) to consummate our initial Business Combin, the Company received a letter from the Listing Qualification. Nasdaqs rules and guidance currs Departmently provide that SPACs (such as us) must s of Nasdaq statisfy certain listing conditions, including tng that a SPAC must complete one or more Business Combinations mee, pursuant to Nasdaq Listing certain conditions within 36 months of the effectivenessRule IM-5101-2, the staff of its initial public offering registration statement (the 36-Month Requirement). If a SPAC does not meet tNasdaq had determined that (i) the 36-Month Requirement, itCompanys securities will receive a Staff Dbe delisting Determinationed from Nasdaq which, amo, (ii) trading of ther things, informs the SPAC that (i) its securitie Companys Class A common stock, warrants, and units will be suspended as of a date certain; (ii) it has a right to request review of the Staff Delisting Determination by a Hearings Panel; t the opening of business on November 11, 2024 and (iii) a timely request for such reviewForm 25-NSE will be filed with the SEC, which will stayremove the suspension and deCompanys securities from listing action pending the issuance of a written decisind registration of the Hearings Panel. The Hearings Panel may, where it deems appropriate, grant an exception to the continued listing standards for a period not to exceed 180 days from the date n Nasdaq. Under Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the Staff Delisting Determination. The basis for the Staff Delistieffectiveness of its initial public offering Determinregistration may be cured if, for example, a SPAC statement. Since the Company failed to completes an  its initial Bbusiness Ccombination during the period of the stay.

On July 8by November 2, 2024, Nasdaq filed with ththe SEC a proposal to changetaff concluded the rules applicable toat the foregoing procedures (the Proposed NasdaqCompany did not comply with Rules) that includes removing the stay referred to above so that a SPAC IM-5101-2 and that the Companys securities will be immediately suspended from trading on Nasdaq through the pendency of the Hearings Panels review. In addition, underare now subject to delisting.

Trading of the Proposed Nasdaq Rules, the scope ofCompanys securities on the Hearings Panels review would be limited, as the Hearings Panel may only reverse a Staff Delisting Determination where it determines that the Staff DOTC market commenced on November 11, 2024. The delisting Determination was in error and that the SPAC never failefrom Nasdaq and to satisfy the 36-Month Requirecommencement. In such cases, the Hear of tradings Panel would not be able to consider facts indicating tha on the OTC market does not affect the SPAC had regained compliance Companys previously announced Busince the date of the Staff Delisting Determination, nor may the Hearings Panel grant an exception allowing the SPAC additional timess Combination with Flybondi, as both parties continue to work to effectuate to regainhe compliance. If a SPAC completes a etion of that Business Combination after receiving a Staff Delisting Determination and/or demonstrates . The combined compliance with aany, which will applicable initial listing requirements, the combined company could be Flybondi Holdings plc, has apply toied for list ing of its securities on the Nasdaq pursuant to the normal applicaStock Market in connection with the completion review process. Tof the Proposed Nasdaq Rules contained a Business Combination.

The delisting of deficiencour securities that wby Nasdaq could immediately result in a Staff Delisting Determination, which includes noncompliance with the 36-Month Requirement.

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On July 15, 2024, the SEC adversely affect the trading market for our securitissued a release approving the immediate effectiveness of the Proposed Nasdaq Rules. The Proposed Nasdaq Rules will become operative on October 7, 2024.

Accordingly, unless we ares, as price quotations may not be as readily obtainable, which would likely have able to consumm mate our initirial Business Combinationadverse effect on or prior to November 2, 2024, including the Flybondi Business Combination, othe market price of our securities will be suspended from trading on Nasdaq and subjectand the Companys ability to potential delisting. If Nasdaq were to suspend our securities fromraise additional capital.

Moreover, we can provide no assurance that trading, or delist in our securities, our securities will could potentially be quoted on an onue over- the- counter market. If this were to occuror otherwise. As a result of the delisting, we could face significant material adverse consequences, including:

In addition, if Currently our securities are delisted from Nasdaq, offers and sales of our securities by us manot eligible for proprietary be subject to regulation and we may be subject to addiroker-dealer quotational compliance costs in each state in which we offer or ses. All quotes will our securities.

Our Pubreflect unsolic Stockholders exercise of redemption rights with respect to a large numbited customer of Public Shares in the First Special Meeting Redemptions and the Second Special Meeting Redemptions may affect our ability to completerders and, as a result, we expect an initial Business Combinationy trading to in the most desirable manner that will optimize the capital structurevolve a higher risk of the combined company, or at all.

Ovwider the past two yearspreads, the redemption rate of shares held by public stockholders of SPACs at the time of a stockholder meeting that approves an amendment to the charter of the SPAC or the initial Business Combination of the SPAC has been very high, thereby increasincreased volatility, and price dislocations and a general illiquid trading the likelihood that we, too, maenvironment. Proprietary be subject to significant redemptroker-dealer quotations that may affect our ability to not complete an initial Business Combination.

In connection with the votes to approve the (i) First Extension Amendment Proposal, 8,470,059 Public Shares were redeemed at a price per Public Share of approximately $10.37 and (ii) Charter Amendment Proposals, 1,831,599 Public Shares were redeemed at a price per Pmence until an initial review by a broker-dealer under the SECs Rule 15c2-11 which would enable brokers to public Share of approximately $10.79, thereby reducsh competing the number of outstanding Public Shares to 1,198,342 and reducquotes and provide continuous market making the total amount held in the Trust Account to approximately $13,325,388 (as of June 30, 2024).

Due to the high rates of redemptions of Public Shares in connection. No assurance can be provided that a liquid trading market with stockholder votes on extensions or Business Combinations of SPACs, we may need to rely upon significant PIPE or other outside financing to ll develop even if market makers begin provide cash to our post- Business Combinprietary quotation company. Obtaining financing in connection with initial Business Combinations of SPACs has in recent times been verys and thus we expect investors will experience difficult, with many financy in tradings available only on terms that are onerous to the surviving company of the Business Combination.  our securities.

The failure to sNational Secure additional financing on reasonable terms could have a materies Markets Improvement Act of 1996, which is a federal adverse effect on the continued dstatute, prevelopmentnts or growth of preempts the target business. None of the Sponsor or our ostates from regulating ther stockholders is required to provide any financing to us in connection with or after our initial Business Combination. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels or on onerous terms. The ab sale of certain securities, which are referred to as covered securities. Because they have been delisted, our securities would not be cove considerations may limit our abilityred securities and we would be subject to complete a Business Combinregulation in the most desirable manner that will optimize the capital structure of the combined company, or at all. If we are unable to complete aeach state in which we offer our securities. This state level regulation initial Business Combinatroduces addition, our Public Stockholders may only receive approximately $11.12 per Public Share on the liquidation of our Trust Account, as of June 30, 2024, and our Warranal compliance requirements for brokers to consider making markets will expire worthless. In certain circumstances, our Public Stockholders may recein our securities and will further negative less than $11.12 per share on the redemptioly impact any trading liquidity in of their Public Sharur securities.