Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2023

SPREE ACQUISITION CORP. 1 LIMITED

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-41172	N/A
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

1922 Wildwood Place NE,
Atlanta, GA		30324
(Address of Principal Executive Offices)		(Zip Code)

(470) 223-0227

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class registered	Trading Symbol(s)	Name of each exchange on which
Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant	SHAPU	New York Stock Exchange

Class A ordinary shares, par value $0.0001 per share	SHAP	New York Stock Exchange

Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SHAPW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 8.01. Other Events.

Prospective Extension of SPAC

On November 20, 2023, Spree Acquisition Corp. 1 Limited announced that it intends to call an extraordinary general meeting in the near future to seek a revised, 12-month extension of its deadline for consummating a business combination transaction, until the three-year anniversary of its initial public offering.

The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release of Spree Acquisition Corp. 1 Limited dated November 20, 2023
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 21, 2023

	SPREE ACQUISITION CORP. 1 LIMITED

	By:	/s/ Shay Kronfeld
	Name:	Shay Kronfeld
	Title:	Chief Financial Officer

Exhibit 99.1

SPREE ACQUISITION CORP. 1 LIMITED TO SEEK REVISED, 12-MONTH EXTENSION

Shareholders to be given opportunity to participate in potential upside of business combination or redeem shares at upcoming extraordinary general meeting

Atlanta, Georgia, Nov. 20, 2023 (GLOBE NEWSWIRE) -- Spree Acquisition Corp. 1 Limited (NYSE: SHAP) (“Spree” or the “Company”) announced today that it intends to call an extraordinary general meeting in the near future to seek a revised, 12-month extension of its deadline for consummating a business combination transaction.

Spree’s memorandum and articles of association currently provide for a deadline of March 20, 2024 for completion of a business combination transaction. Spree does not believe that it will be able to complete such a transaction by that time and will request from its shareholders an approximate 12-month extension from the date of its upcoming general meeting (until the three-year anniversary of its initial public offering) in order to do so.

Spree’s sponsor currently contributes, as a loan to Spree, $100,000 per month to Spree’s trust account at Continental Stock Transfer & Trust Company on the 20^th calendar day of each month, which contributions began on June 20, 2023 (the start of Spree’s current, month-by-month extension period), and were scheduled to continue until (but excluding) March 20, 2024. In connection with the revised, proposed 12-month extension, the sponsor will no longer make those monthly contributions. Instead, Spree’s sponsor will utilize its cash towards optimizing its efforts towards a successful business combination.

In connection with the extraordinary general meeting to be held, Spree’s public shareholders will have the option of continuing to hold their Class A ordinary shares with the opportunity to participate in an investment in a combined company following a potential business combination, or redeeming their shares for a pro rata portion of the funds invested in Spree’s trust account.

Further information related to attendance, voting and the proposals to be considered and voted on at the prospective extraordinary general meeting will be provided in upcoming public filings by Spree with the Securities and Exchange Commission.

About Spree Acquisition Corp. 1 Limited

Spree Acquisition Corp. 1 Limited (NYSE: SHAP), is a publicly-listed special purpose acquisition company, registered as a Cayman Islands exempted company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses or entities. Spree has been focused on a business combination with one or more mobility-related technology businesses.

Contact:

Shay Kronfeld, CFO
Email: sk@spree1.com,
Telephone: (470) 223-0227

Cover	Nov. 21, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 21, 2023
Entity File Number	001-41172
Entity Registrant Name	SPREE ACQUISITION CORP. 1 LIMITED
Entity Central Index Key	0001881462
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1922 Wildwood Place NE
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30324
City Area Code	470
Local Phone Number	223-0227
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Trading Symbol	SHAPU
Security Exchange Name	NYSE
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	SHAP
Security Exchange Name	NYSE
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	SHAPW
Security Exchange Name	NYSE