SecProbe.io

August 21, 2024
Peter Yu
Director
Flybondi Holdings plc
Av. Costanera Rafael Obligado 1221
Complejo Costa Salguero
C1425 CABA
Argentina
Re:Flybondi Holdings plc
Draft Registration Statement on Form F-4
Submitted July 22, 2024
CIK No. 0002013602
Dear Peter Yu:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4 submitted July 22, 2024
Cover Page
1.Please revise your cover page to identify Flybondi Limited, the target company, as a co-
registrant. Refer to General Instruction I.1 of Form F-4.
2.Please revise to clearly disclose that Pangaea will be the controlling shareholder of FB
Parent following the closing of the business combination. Clarify here and elsewhere that
Mr. Yu, Flybondi and FB Parent's Chairman, has voting and investment discretion with
respect to the ordinary shares held by Pangaea. Disclose Pangaea's total percentage of
voting power here and cross reference to your risk factor at page 80 that FB Parent will be
a “controlled company” within the meaning of the Nasdaq listing rules.

August 21, 2024
Page 2
3.We note your disclosure at page 7 indicating that, pursuant to a letter agreement, the
Initial Stockholders and Integral’s directors and officers have agreed to vote all of their
shares of Integral Common Stock in favor of the Business Combination Proposal, and
that, because such parties beneficially own an aggregate of approximately 69.35% of the
issued and outstanding shares of Integral Common Stock, Integral does not expect to need
any of the Public Shares to be voted in favor of any of the proposals set forth in this proxy
statement/prospectus for such proposals to be approved. Please similarly revise your cover
page to state this explicitly.
4.Please revise your cover page and in your proxy statement/prospectus summary to provide
all of the disclosure required by Item 1604(a) and (b) of Regulation S-K. For example, in
terms of compensation and conflict of interest disclosures:
•Under Item 1604(a)(3), on your cover page provide a statement of amounts of
compensation received or to be received by the SPAC sponsor, affiliates and any
promoter, including the founder shares and the the price paid for such shares, and a
statement whether this compensation and securities issuance may result in a material
dilution of the equity interests of non-redeeming shareholders, and provide a cross
reference to the location of related disclosure.
oIn your prospectus summary, under Item 1604(b)(4), provide the required tabular
disclosure, including outside the table a brief description of the extent to which
that compensation and securities issuance has resulted or may result in a material
dilution of the equity interests of non-redeeming shareholders.
•Under 1604(a)(4), on your cover page revise to state whether, in connection with the
de-SPAC transaction, there may be any actual or potential material conflict of
interest, including for the scenarios referenced, and the various parties one the one
hand, and on the other hand unaffiliated security holders of the SPAC, and cross
reference to the location of related disclosure.
oIn your prospectus summary, under Item 1604(b)(3), revise to include a brief
description of any actual or potential material conflict of interest between (i)
the SPAC sponsor, SPAC officers, SPAC directors, SPAC affiliates or
promoters, target company officers, or target company directors; and (ii) u
naffiliated security holders of the SPAC.
5.Please revise the cover page to disclose that you have received a fairness opinion. Refer to
Item 1604(a)(1).
6.We note your disclosure on the cover page that Integral will merge with and into Merge
Sub with Integral continuing as the surviving company. However, elsewhere in the
prospectus, including at page 1, you state that the Merger Sub will continue as the
surviving entity. Please reconcile.
Summary of the Proxy Statement/Prospectus, page 16
7.Revise the filing to provide the dilution disclosures required by Item 1604(c) of
Regulation S-K.

August 21, 2024
Page 3
The Business Combination Agreement
Structure of the Business Combination, page 18
8.Please revise your diagrams to disclose the ownership percentages held by the applicable
stockholder and shareholder groups, and clarify which shareholders comprise your group
labeled "Other Shareholders."  For instance, disclose whether such group includes the
Joining Sellers as defined and referred to elsewhere in your filing.
Lock-Up Agreement, page 21
9.Please revise to describe the exceptions to the restrictions in the Lock-Up Agreement, as
well as any terms that would result in an earlier expiration. Refer to Item 1603(a)(9) of
Regulation S-K.
Adjusted EBITDA, page 36
10.We note that you are adjusting for aircraft right-of-use asset depreciation to arrive at
Adjusted EBITDA. In this regard, we note that you made an adjustment totaling $66
million related to aircraft right-of-use depreciation for the fiscal year ended December 31,
2023.  We also note from your statement of cash flows that you paid approximately $11
million in principal and interest payments in fiscal 2023 related to your lease liabilities.

Explain to us and disclose the reasons for the disparities between the aircraft right of use
depreciation and the settlement of the lease liabilities.

Revise your disclosure to describe and quantify what this measure excludes, such as the
cost of the capital commitments and lease obligations associated with the use of your
airplanes.
Risk Factors
Risks Related to Integral and the Business Combination
Shareholders of Flybondi who are not Signing Shareholders may choose not to become Joining
Shareholders..., page 69
11.You disclose that Shareholders of Flybondi who are not Signing Shareholders may choose
not to become Joining Shareholders, which would result in FB Parent owning less than
100% of the outstanding shares of Flybondi after the Business Combination. Please
disclose the percentage of Flybondi shareholders that have not currently chosen to become
Signing Shareholders and/or Joining shareholders which could become minority holders
after the business combination.
The Companies Act requires that a shareholder of a company who brings a derivative claim or
seeks to continue a claim as a derivative claim, page 71
We note your disclosure that the Companies Act requires that a shareholder of a company
who brings a derivative claim or seeks to continue a claim as a derivative claim must
apply to the courts of England and Wales for permission to continue the claim. Please
disclose whether and how this applies to actions arising under the Securities Act or
Exchange Act. In this regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the 12.

August 21, 2024
Page 4
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.
As a foreign private issuer, FB Parent will be exempt from a number of U.S. securities laws and
rules..., page 82
13.Please revise your risk factor disclosure to identify any exemptions and scaled disclosures
which overlap with those available to you as both a foreign private issuer and an emerging
growth company, and to clarify that the described exemptions and scaled disclosures as a
result of your status as a foreign private issuer will be available to you even if you no
longer qualify as an emerging growth company.
Risks Related to FB Parent and Its Securities Following the Business Combination
The exercise of registration rights may adversely affect the market price of FB Parent's securities,
page 82
14.Please revise to quantify the number of FB Parent securities subject to registration rights
pursuant to the Registration Rights Agreement.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Financial Position as of December 31,
2023, page 89
15.Please disclose the number of FB Parent ordinary shares that will be authorized and
outstanding on a pro forma basis under both scenarios.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended
December 31, 2023
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year
Ended December 31, 2023, page 95
16.Please revise pro forma adjustments (B), (C), and (D), as applicable, to disclose whether
such expenses will not recur beyond 12 months after the transaction. Refer to Article 11-
02(a)(11)(i) of Regulation S-X.
The Business Combination
Background of the Business Combination, page 103
17.On September 15, 2023 you disclose that at a meeting of Integral, ESG, Flybondi,
Cartesian and GT the transaction structure was discussed, and that the participants
ultimately agreed to pursue a ‘double dummy’ structure as presented in the Businses
Combination Agreement.  Please revise to disclose how this "double dummy" structure
was determined and any negotiation of this structure.
Please revise to clarify how the valuation of Flybondi was determined and what methods
Integral and Flybondi used to form and ultimately agree upon a valuation. In this regard
we note you disclose that Flybondi's initial July 18, 2023 term sheet proposed an equity
valuation of $350 million, Integral's August 6, 2023 term sheet countered with
an enterprise valuation of Flybondi of $300 million on a no-debt basis, and the parties
ultimately agreed upon an equity valuation of $300 million. Additionally, please explain
the materials provided by Flybondi at an August 14, 2023 meeting which you disclose 18.

August 21, 2024
Page 5
were provided in support of a $300 million equity valuation. Also, discuss why an equity
valuation over an enterprise valuation on a no-debt basis was ultimately agreed upon.
19.We note your disclosure that participants in the July 26, 2023, and July 31,
2023, meetings contemplated the possibility of a business combination with a different
company. Please discuss how that discussion arose and why such possibility was rejected.
20.Revise to provide greater detail surrounding the negotiation of the Sponsor Support
Agreement, in particular the provision providing for the transfer of 500,000 Founder
Shares and 1,650,000 Private Warrants from Integral’s Sponsor to Flybondi at the
Closing. You disclose the August 6, 2023 initial LOI with a term sheet from Integral
which contained such transfers, but have no discussions thereafter. Discuss proposals and
counter-proposals made during the course of the negotiations and, to the extent certain
terms were deemed not subject to negotiation, disclose this fact.
21.In your August 14, 2023 meeting, you disclose that Flybondi provided a sensitivity
analysis on their 2024 projections.  Discuss the parameters of a sensitivity analysis that
Flybondi provided for its 2024 projections at this same meeting.  If the Integral board
relied on such sensitivity analysis, please explain your consideration of disclosing such
sensitivity analysis for Flybondi's 2024 projections.
22.Please revise your disclosure to discuss Flybondi's reasons for engaging in the business
combination. Refer to Item 1605(b)(3) of Regulation S-K.
Transaction Timeline, page 105
23.We note your disclosure that, on July 14, 2023, representatives of Flybondi distributed
initial due diligence files to the Integral team for review, which files included, among
other things, initial financial projections for 2023 and 2024 for Flybondi. Please clarify
whether these initial projections differed from the unaudited prospective financial
information of Flybondi for the years ended December 31, 2023 and 2024 which Flybondi
management prepared and provided to Marshall & Stevens.
Integral Board's Reasons for the Approval of the Business Combination, page 111
24.Revise your disclosure to state whether or not the business combination is structured so
that approval of at least a majority of Integral's unaffiliated security holders is required.
Refer to Item 1606(c) of Regulation S-K.
25.Revise your disclosure to state whether or not a majority of Integral's directors who are
not employees of Integral has retained an unaffiliated representative to act solely on
behalf of unaffiliated security holders for purposes of negotiating the terms of the
business combination and/or preparing a report concerning the approval of the business
combination. Refer to Item 1606(d) or Regulation S-K.
Certain Unaudited Projected Financial Information, page 113
We note your disclosure here that FB Parent has included unaudited prospective financial
information of Flybondi for the years ended December 31, 2023 and 2024 (the “unaudited
prospective financial information”) "in the table below." However, we could not locate
such table. If your reference is to the tables beginning at page 119, which contain
embedded prospective financial information considered by Marshall & Stevens in the 26.

August 21, 2024
Page 6
preparation of the fairness opinion, please make that clear, and confirm that such
projected information reflects the entirety of the unaudited prospective financial
information prepared by Flybondi and provided to the Integral Board and Marshall
& Stevens. If the information in the tables does not reflect the entirety of the unaudited
prospective financial information prepared by Flybondi and provided to the Integral
Board and Marshall & Stevens, please revise to disclose those projections in their entirety.
Also, revise to disclose the 2025 projections prepared by Marshall & Stevens and used in
the discounted cash flow analysis. Refer to Item 1015(b)(6) of Regulation M-A.
27.Please disclose all material bases of the Flybondi projections and all material assumptions
underlying its projections, and any material factors that may affect such assumptions. See
Item 1609(b) of Regulation S-K.
28.Disclose whether or not Flybondi has affirmed to Integral that its projections reflect the
view of Flybondi's management or board of directors (or similar governing body) about
its future performance as of the most recent practicable date prior to the date of the proxy
statement/prospectus. If the projections no longer reflect the views of Flybondi's
management or board of directors (or similar governing body) regarding its future
performance as of the most recent practicable date prior to the date of the proxy
statement/prospectus, clearly state the purpose of disclosing the projections and the
reasons for any continued reliance by the management or board of directors (or similar
governing body) on the projections.  For example, we note that Flybondi's
"Projected 12/31/2023 revenue" disclosed on page 120 appears higher than that in its
audited financial statements for that same period included in this filing, which discloses
$212,939,579 in revenue, or about 41% lower than the projection for this period disclosed
on page 120. Refer to Item 1609(c) of Regulation S-K.
The Business Combination
Certain Unaudited Projected Financial Information
Financial Projections
Discounted Cash Flow Analysis, page 116
29.We note your disclosure in Note 3 on page F-59 that you utilized a discounted cash flow
model to perform the impair