UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
| ☒ | Preliminary
Proxy Statement |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive
Proxy Statement |
| ☐ | Definitive
Additional Materials |
| ☐ | Soliciting
Material under §240.14a-12 |
Spree
Acquisition Corp. 1 Limited
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| ☐ | Fee
paid previously with preliminary materials. |
| ☐ | Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
PRELIMINARY PROXY STATEMENT - SUBJECT TO
COMPLETION, DATED NOVEMBER 29, 2023
1922 Wildwood Place NE
Atlanta, GA 30324
Tel.: +972-50-731-0810
December [ ], 2023
Dear Shareholders:
On behalf of the board of
directors (the “Board”) of Spree Acquisition Corp. 1 Limited (the “Company” or “Spree”),
I invite you to attend an extraordinary general meeting of the Company (the “Meeting”). The Meeting will be held at
9:00 a.m. Eastern Time/ 4:00 p.m. local (Israel) time on [ ], December [ ], 2023. The Company will be holding the Meeting at Meitar Law
Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608, and via live webcast,
or at such other time, on such other date and at such other place at which the Meeting may be adjourned or postponed. You will be able
to attend the Meeting, vote and submit your questions online before the Meeting by visiting https://www.cstproxy.com/spree1/_____.
The Notice of Meeting of Shareholders, the proxy statement and the proxy card that each accompany this letter are also available at https://www.cstproxy.com/spree1/_____.
As discussed in the enclosed
proxy statement, the purpose of the Meeting is to consider and vote upon the following proposals:
| 1. | Proposal No. 1 — A proposal to approve,
by way of special resolution, amendments to Spree’s Amended and Restated Memorandum and Articles of Association (the “Articles”)
that extend the date (the “Termination Date”) by which Spree has to consummate a business combination (the “Articles
Extension”) from March 20, 2024 (the “Current Termination Date”) to December 20, 2024 (the “Articles
Extension Date”) or such earlier date as may be determined by the Board in its sole discretion (the “Articles Extension
Proposal”). A copy of these proposed amendments to the Articles is set forth in Annex A to the accompanying proxy statement; |
| 2. | Proposal No. 2 — A proposal to amend the
Company’s investment management trust agreement, dated as of December 15, 2021 and amended on June 12, 2023 (the “Trust
Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (“Continental,”
or the “Trustee”), to extend the date by which the Company would be required to consummate a business combination
from the Current Termination Date to the Articles Extension Date, or such earlier date as may be determined by the Board in its sole
discretion (the “Trust Extension”) (the “Trust Extension Proposal”); |
| 3. | Proposal No. 3 — A proposal to approve,
by way of ordinary resolution, the adjournment of the Meeting to a later date or dates, if necessary or desirable, to permit further
solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are insufficient votes for, or otherwise
in connection with, the approval of either of the foregoing proposals (the “Adjournment Proposal”). |
Approval of each of the Articles
Extension Proposal and Trust Extension Proposal is a condition to the implementation of the Articles Extension. The Adjournment Proposal
will only be presented at the Meeting if there are not sufficient votes to approve either of the other proposals.
Each of the proposals is more
fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying
proxy statement before you vote. In addition to considering and voting on the foregoing proposals, members of the Company’s management
will be available at the Meeting to answer questions of shareholders regarding the Company’s current affairs.
The purpose of the Articles
Extension Proposal is to provide us with additional time to complete an initial business combination, which we may be unable to do on
or before the Current Termination Date. If that were to occur and our shareholders will have not approved the Articles Extension at the
Meeting, Spree would be forced to liquidate. The Board has determined that it is in the best interests of our shareholders to extend the
date by which we have to consummate an initial business combination to the Articles Extension Date, in order to provide our shareholders
an opportunity to participate in an investment in a company with which we may combine. Along with approval of the Articles Extension Proposal,
our shareholders are being asked to approve the Trust Extension Proposal, in order to extend the related deadline for our completion of
an initial business combination transaction under the Trust Agreement. The Board also believes that it is advantageous for the Board to
determine, in its sole discretion, whether to liquidate and dissolve the Company at a date that is earlier than the Articles Extension
Date, which our shareholders would be enabling it to do by approving the Articles Extension Proposal. Approval of the Articles Extension
Proposal is a condition to the implementation of the Articles Extension.
By approving the Articles
Extension Proposal and Trust Extension Proposal, our shareholders would also be acknowledging revised terms that would apply to our trust
account maintained at Continental under the Trust Agreement (the “Trust Account”). Our initial month-by-month extension
period under the Articles (the “Initial Extension Period”), which runs from June 20, 2023 through March 20, 2024, was
approved by our shareholders at our extraordinary general meeting in lieu of 2023 annual general
meeting, held on June 12, 2023 (the “Initial Extension Meeting”). In connection with the Initial Extension Meeting,
Spree’s sponsor, Spree Operandi, LP, a Cayman Islands exempted limited partnership,
and its wholly-owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership (collectively,
the “Sponsor”) committed to contributing to the Trust Account, as a loan to Spree, $100,000 per month on the 20th calendar
day of each month. Those contributions began on June 20, 2023 and were scheduled to continue until (but excluding) March 20, 2024. In
proposing the revised 12-month extension through the Articles Extension Date that will be considered at the Meeting (the “Articles
Extension Period”), the Sponsor determined that beginning on November 20, 2023 and continuing throughout the Articles Extension
Period, it will no longer make those monthly contributions to the Trust Account. Instead, the Sponsor will utilize its cash towards optimizing
its efforts for a successful business combination for Spree.
Only holders of record of
our Class A ordinary shares and Class B ordinary shares (collectively, the “ordinary shares”) at the close of business
on November [ ], 2023 are entitled to notice of the Meeting and to vote at the Meeting and any adjournments or postponements of the Meeting.
Our Board has approved the
proposals, and recommends that shareholders vote in favor of each proposal. Approval of the Articles Extension Proposal requires a special
resolution as a matter of Cayman Islands law, being a resolution passed by at least two-thirds of Spree’s shareholders as, being
entitled to do so, vote in person or by proxy at the Meeting, and includes a unanimous written resolution. Approval of the Trust Extension
Proposal requires the affirmative vote of the holders of at least 65% of the outstanding Company ordinary shares entitled to vote thereon.
Approval of the Adjournment Proposal requires an ordinary resolution being a resolution passed by a simple majority of the shareholders
of Spree as, being entitled to do so, vote in person or by proxy at the Meeting, and includes a unanimous written resolution. All of the
Class B ordinary shares in the capital of Spree are currently held by the Sponsor.
In connection with the Articles
Extension Proposal, holders (“public shareholders”) of the Company’s Class A ordinary shares that were sold in
our initial public offering (the “IPO”) (“public shares”) may elect to redeem their public shares
for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously
released to the Company to pay taxes, divided by the number of then outstanding public shares, regardless of whether or how such public
shareholders vote on the proposals at the Meeting. However, redemption payments for redemption elections in connection with the
Meeting will only be made if both the Articles Extension Proposal and the Trust Extension Proposal receive the requisite shareholder approvals
and we determine to implement the Articles Extension and Trust Extension.
You are not being asked
to vote on any business combination at this time. If the Articles Extension Proposal and the Trust Extension Proposal are approved
by the requisite vote of shareholders, the remaining holders of public shares will retain their right to redeem their public shares if
and when a business combination is submitted to shareholders for approval, subject to any limitations set forth in our Articles. In addition,
public shareholders who do not make a redemption election will be entitled to have their public shares redeemed for cash if the Company
has not completed a business combination before the passage of the Articles Extension Date, subject to any limitations set forth in our
Articles.
If the Articles Extension
Proposal and Trust Extension Proposal are approved and the Articles Extension is implemented, then in accordance with the Trust Agreement,
the Trust Account will not be liquidated (other than to effectuate the redemptions described above) until the earlier of (a) receipt by
the Trustee of a termination letter (in accordance with the terms of the Trust Agreement) or (b) the passage of the Articles Extension
Date.
To exercise your redemption
rights, you must tender your shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent, prior to 5:00
P.M. Eastern Time on December [__], 2023 (two business days prior to the Meeting). You may tender your shares by delivering your shares
electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street
name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your
redemption rights. The redemption rights include the requirement that a shareholder must identify itself in writing as a beneficial holder
and provide its legal name, phone number, and address in order to validly redeem its public shares.
Holders of units must elect
to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.
If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate
the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the
holder must contact the transfer agent directly and instruct it to do so.
Any demand for redemption,
once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with our consent. Furthermore,
if a holder of public shares delivers the certificate representing such holder’s shares in connection with a redemption election
and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may request that the transfer
agent return the certificate (physically or electronically).
The Company estimates that
the per-share pro rata portion of the Trust Account will be approximately $[ ] at the time of the Meeting. The closing price of the Company’s
ordinary shares on the New York Stock Exchange on December [__], 2023 was $[ ]. Accordingly, if the market price were to remain the same
until the date of the Meeting, exercising redemption rights would result in a public shareholder receiving approximately $[ ] [more] for
each share than if such shareholder sold the shares in the open market. The Company cannot assure shareholders that they will be able
to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as
there may not be sufficient liquidity in its securities when such shareholders wish to sell their public shares.
After careful consideration
of all relevant factors, the Board has determined that each of the proposals is advisable and recommends that you vote or give instruction
to vote “FOR” such proposals.
Enclosed is the proxy statement
containing detailed information concerning the Meeting, the Articles Extension Proposal, the Trust Extension Proposal, and the Adjournment
Proposal. Whether or not you plan to participate in the Meeting virtually or in person, we urge you to read this material carefully and
vote your shares.
| Sincerely, |
|
| |
|
| /s/ Steven Greenfield |
|
| Steven Greenfield |
|
| Chairman of the Board and Director |
|
| December [ ], 2023 |
|
Spree Acquisition Corp. 1 Limited
1922 Wildwood Place NE
Atlanta, GA 30324
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF
Spree Acquisition
Corp. 1 LIMITED
TO BE HELD ON DECEMBER [ ], 2023
To the Shareholders of Spree Acquisition Corp. 1 Limited:
NOTICE IS HEREBY GIVEN that
an extraordinary general meeting (the “Meeting”) of Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company
(the “Company,” “Spree”, “we” or “us”), will be held on December
[ ], 2023, at 9:00 a.m. Eastern Time/ 4:00 p.m. local (Israel) time. The Company will be holding the Meeting at Meitar Law
Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608, and via live webcast,
or at such other time, on such other date and at such other place at which the Meeting may be adjourned or postponed. You will be able
to attend the Meeting, vote and submit your questions online before the Meeting by visiting https://www.cstproxy.com/spree1/_________.
The purpose of the Meeting
will be to consider and vote upon the following proposals:
| 1. | Proposal No. 1 — A proposal to approve,
by way of special resolution, amendments to Spree’s Amended and Restated Memorandum and Articles of Association (the “Articles”)
to extend the date (the “Termination Date”) by which Spree has to consummate a business combination (the “Articles
Extension”) from March 20, 2024 (the “Current Termination Date”) to December 20, 2024 (the “Articles
Extension Date”) or such earlier date as may be determined by the Board in its sole discretion (the “Articles Extension
Proposal”). A copy of the proposed amendment to the Articles is set forth in Annex A to the accompanying proxy statement; |
| 2. | Proposal No. 2 — A proposal to amend the
Company’s investment management trust agreement, dated as of December 15, 2021 (the “Trust Agreement”), by and
between the Company and Continental Stock Transfer & Trust Company (“Continental,” or the “Trustee”),
to extend the date by which the Company would be required to consummate a business combination from March 20, 2024 to December 20, 2024,
or such earlier date as may be determined by the Board in its sole discretion (the “Trust Extension”) (the “Trust
Extension Proposal”); |
| 3. | Proposal No. 3 — A proposal to approve,
by way of ordinary resolution, the adjournment of the Meeting to a later date or dates, if necessary or desirable, to permit further
solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are insufficient votes for, or otherwise
in connection with, the approval of any of the foregoing proposals (the “Adjournment Proposal”). |
The Board has fixed the close
of business on [ ], November __, 2023 as the record date for the Meeting and only holders of shares in the capital of the Company of record
at that time will be entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof.
By Order of the Board of Directors:
| Sincerely, |
|
| |
|
| /s/ Steven Greenfield |
|
| Steven Greenfield |
|
| Chairman of the Board and Director |
|
| |
|
| Dated: December [ ], 2023 |
|
WHETHER OR NOT YOU PLAN TO PARTICIPATE IN PERSON OR VIRTUALLY IN THE
MEETING, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE PROPOSALS INCLUDED ON THE ENCLOSED PROXY AND DATE, SIGN AND MAIL IT IN THE
ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES OF AMERICA OR SUBMIT YOUR PROXY THROUGH THE
INTERNET AS PROMPTLY AS POSSIBLE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS: THIS NOTICE OF EXTRAORDINARY GENERAL MEETING AND PROXY STATEMENT WILL BE AVAILABLE AT https://www.cstproxy.com/SPREE1/_______.
WE ARE FIRST MAILING THESE MATERIALS TO OUR SHAREHOLDERS ON OR ABOUT DECEMBER [ ], 2023.
Spree
Acquisition Corp. 1 LIMITED
1922 Wildwood
Place NE
Atlanta, GA 30324
TABLE OF CONTENTS
Spree Acquisition
Corp. 1 Limited
PROXY STATEMENT
FOR AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY
To be held at 9:00 a.m. Eastern Time/ 4:00 p.m.
Israel time on December [ ], 2023
The information provided in the Questions and Answers
below are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should
read carefully the entire document, including the annexes to this proxy statement.
QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING
Why am I receiving this
proxy statement?
This proxy statement of Spree
Acquisition Corp. 1 Limited (the “Company,” “Spree,” “we” or “us”)
and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our board of directors (the “Board”)
for use at an extraordinary general meeting of the Company (the “Meeting”), or at any adjournments or postponements
thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered
at the Meeting.
We are a blank check company
formed on August 6, 2021 as a Cayman Islands exempted company. We were formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses (our “initial business
combination”). Our sponsor is Spree Operandi, LP, a Cayman Islands exempted limited partnership (we refer herein to the sponsor,
together with its wholly-owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership, collectively as our “Sponsor”).
On December 20, 2021, we consummated our initial public offering (“IPO”). Pursuant to our IPO, we offered and sold
an aggregate of 20,000,000 units, consisting of 17,500,000 units that served as the base offering amount, and an additional 2,500,000
units for which the underwriters exercised an over-allotment option (collectively, the “public units”). Each public
unit consists of one Class A ordinary share, par value $0.0001 (“Class A ordinary share”) (a “public share”)
and one-half of a warrant (a “public warrant”). Each whole warrant entitles the holder thereof to purchase one Class
A ordinary share at an exercise price of $11.50. The public units were sold at a price of $10.00 per unit, generating gross proceeds to
us of $200,000,000.
Substantially concurrent with
the closing of our IPO, we completed the private sale of an aggregate of 945,715 units (“private units”) to our Sponsor.
Each private unit consists of one Class A ordinary share (each, a “private share”) and one-half of a warrant to purchase
a Class A ordinary share. The purchase price per private unit was $10.00, generating aggregate gross proceeds to us of $9,457,150. The
warrants contained in the private units (the “private warrants”) are identical to the public warrants, except that,
for so long as they are held by the Sponsor or its affiliates: (1) they are not redeemable by us; (2) they may not (including the Class
A ordinary shares issuable upon exercise of those warrants), subject to certain limited exceptions, be transferred, assigned or sold by
the Sponsor until 30 days after the completion of our initial business combination; and (3) they (including the Class A ordinary shares
issuable upon exercise of these warrants) are entitled to registration rights. Following the closings, a total of $204,000,000 from the
proceeds of the IPO and the sale of the private units was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained
by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Prior to our IPO, our Sponsor
purchased from us an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”)
(the “founder shares”) for total consideration of $25,000. Following certain forfeitures of founder shares in connection
with the IPO, the Sponsor holds 5,000,000 Class B ordinary shares. As such, disregarding the additional Class A ordinary shares underlying
the private warrants, our Sponsor owns 5,945,715 of our issued and outstanding ordinary shares.
Like most blank check companies’ governing
documents, our amended and restated articles of association (the “Articles”) provide for the return of the IPO proceeds
held in trust to the holders of public shares if there is no qualifying business combination consummated on or before a certain date.
We refer to the aggregate period from the IPO until that date as the “business combination period”. In our case, the
business combination period was originally 15 months, and was set to expire on March 20, 2023. Under the Articles, we were furthermore
entitled to an automatic extension to June 20, 2023, due to our having been party to a business combination agreement with WHC (as described
below). On June 12, 2023, we held an extraordinary general meeting in lieu of 2023 annual
general meeting (the “Initial Extension Meeting”) at which our shareholders
approved the extension of our business combination period by nine months (the “Initial Extension Period”),
from June 20, 2023 until March 20, 2024. In connection with the Initial Extension Meeting, pursuant to their rights under our Articles,
the holders of 15,763,212 public shares elected to redeem those shares and received, in exchange
for those shares, payments of the pro-rata portion of the value of the Trust Account attributable to those shares. The redemption payments
reduced the balance in the Trust Account to approximately $44.8 million. Those redemptions resulted in 10,182,503 ordinary shares remaining
outstanding, of which of which 4,236,788 are public shares and 5,945,715, or 58.4%, are founder shares and/or private shares held
by our Sponsor (outstanding shares exclude ordinary shares underlying (i) public warrants and (ii) private warrants).
The business combination period currently expires on
March 20, 2024 (the “Current Termination Date”), upon the conclusion of the Initial Extension Period. We are proposing
that our shareholders approve at the Meeting the extension of the business combination period by up to approximately an additional 12
months from the date of the Meeting (the “Articles Extension Period”),
until December 20, 2024 (the three year anniversary of the IPO) (the “Articles Extension Date”). In order to effect
that extension, our Board is submitting the below-described Articles Extension Proposal and Trust Extension Proposal to our shareholders
for approval at the Meeting. Our Board believes that it is in the best interests of the Company and its shareholders to extend the business
combination period until the Articles Extension Date, to provide us with additional time to consummate an initial business combination
and thereby enable our shareholders to participate in an investment in a company with which we may combine. Therefore, the Board is submitting
the proposals described in this proxy statement for the shareholders to vote upon.
In connection with this second
extension of the business combination period, we would also be implementing revised terms that would apply to our Trust Account during
the remainder of the business combination period. In connection with the Initial Extension Meeting, the
Sponsor committed to contributing to the Trust Account, as a loan to Spree, $100,000 per month on the 20th calendar
day of each month. Those contributions began on June 20, 2023 and were scheduled to continue until (but excluding) March 20, 2024. In
proposing the 12-month Articles Extension Period through the Articles Extension Date that will be considered at the Meeting, the Sponsor
determined that beginning on November 20, 2023 and continuing throughout the Articles Extension Period (assuming the approval of the Articles
Extension Proposal and Trust Extension Proposal by our shareholders at the Meeting), it will no
longer make those monthly contributions to the Trust Account. Instead, the Sponsor will utilize its cash towards optimizing its efforts
for a successful business combination for Spree.
What is being voted on?
You are being asked to vote
on the following proposals:
| 1. | Proposal No. 1 — A proposal to approve,
by way of special resolution, amendments to Spree’s Articles to extend the date by which Spree has to consummate a business combination
from March 20, 2024 to December 20, 2024 or such earlier date as may be determined by the Board in its sole discretion (the “Articles
Extension”) (the “Articles Extension Proposal”). A copy of the proposed amendments to the Articles is set
forth in Annex A to this proxy statement; |
| 2. | Proposal No. 2 — A proposal to amend our investment
management trust agreement, dated as of December 15, 2021, by and between Spree and Continental Stock Transfer & Trust Company (“Continental,”
or the “Trustee”), to extend the date by which we would be required to consummate a business combination from March
20, 2024 to December 20, 2024, or such earlier date as may be determined by the Board in its sole discretion (the “Trust Extension”)
(the “Trust Extension Proposal”); |
| 3. | Proposal No. 3 — A proposal to approve,
by way of ordinary resolution, the adjournment of the Meeting to a later date or dates, if necessary or desirable, to permit further
solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are insufficient votes for, or otherwise
in connection with, the approval of either of the foregoing proposals (the “Adjournment Proposal”). |
What is the purpose
of the Articles Extension and Trust Extension?
The purpose of the Articles
Extension and the Trust Extension is to is to provide us with additional time to complete an initial business combination. Our IPO prospectus
and Articles provide that we initially had 15 months from the closing date of our IPO (i.e., until March 20, 2023) to consummate our initial
business combination. That business combination period was to be automatically extended by an additional three months to a total of 18
months if we were to file a Current Report on Form 8-K that included a definitive merger or acquisition agreement for an initial business
combination before March 20, 2023. On October 31, 2022, we filed a Form 8-K to report our entry into a business combination agreement
with WHC Worldwide, LLC, a Missouri limited liability company doing business as zTrip® (“WHC”) (the “WHC
Business Combination Agreement”), thereby qualifying for that initial three-month extension, until June 20, 2023. On August
23, 2023, we and WHC mutually terminated the WHC Business Combination Agreement.
We may not be able to complete
an initial business combination on or before the Current Termination Date. If that were to occur and our shareholders will have not approved
the Articles Extension or the Trust Extension at the Meeting, we would be forced to liquidate. The Board has determined that it is in
the best interests of Spree and our shareholders to extend the business combination period by the twelve-month Articles Extension Period,
until the Articles Extension Date in order for our shareholders to have the opportunity to participate in an investment in a company with
which we may combine. In addition, the Board believes that it is advantageous for the Board to be able to determine, in its sole discretion,
whether to liquidate and dissolve the Company at an earlier date.
Approval of each of the Articles
Extension Proposal and the Trust Extension Proposal is a condition to the implementation of the Articles Extension.
Implementation of the Articles
Extension and Trust Extension would also implement revised priorities for our Sponsor’s use of its cash, effective as of November
20, 2023 and continuing throughout the Articles Extension Period. Under those revised priorities, the
Sponsor will no longer make monthly contributions of $100,000 to the Trust Account for each additional month of the business combination
period. Instead, the Sponsor will utilize its cash for working capital, in an effort to optimize its activities towards Spree’s
attempt to successfully complete a business combination.
Why should I vote “FOR” the Articles
Extension Proposal and Trust Extension Proposal?
Our Board believes shareholders will benefit from the
Company consummating a business combination and is proposing the Articles Extension and Trust Extension to extend the date by which the
Company may complete a business combination. Your vote in favor of the Articles Extension Proposal and the Trust Extension Proposal is
required for the Company to implement the Articles Extension and the Trust Extension, respectively.
Our Articles provide that if our shareholders approve
an amendment to the Articles that would affect the substance or timing of our obligation to redeem public shares if we do not complete
our initial business combination before March 20, 2024 (which reflects the Initial Extension Period), we will provide holders of our public
shares (“public shareholders”) with the opportunity to redeem, subject to the redemption limitation as described in
our Articles, all or a portion of their public shares upon such approval 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 Trust Account deposits (which interest shall be net of taxes
payable), divided by the number of then outstanding public shares. This Articles provision was included to protect the Company’s
shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business
combination during the business combination period. If you do not elect to redeem your public shares, you will retain the right to vote
on an initial business combination in the future and the right to redeem your public shares in connection with an initial business combination.
Our Board recommends that you vote in favor of the
Articles Extension Proposal and Trust Extension Proposal but expresses no opinion as to whether you should redeem your public shares.
Public shareholders may elect to redeem their public shares regardless of whether or how they vote on the proposals at the Meeting; however,
redemption payments for redemption elections in connection with this Meeting will only be made if the Articles Extension Proposal and
the Trust Extension Proposal receive the requisite shareholder approvals and we determine to implement the Articles Extension and Trust
Extension.
Why should I vote “FOR” the Adjournment
Proposal?
If the Adjournment Proposal is not approved by our
shareholders, our Board may not be able to adjourn the Meeting to a later date in the event that there are insufficient votes for, or
otherwise in connection with, the approval of the other proposals.
How do the Company insiders intend to vote their
shares?
Our Sponsor and all of the Company’s
directors and their respective affiliates are expected to vote all shares over which they have voting control in favor of all
proposals being presented at the Meeting.
Our Sponsor, directors and officers have entered into
a letter agreement with us pursuant to which they have agreed to vote any shares owned by them in favor of any proposed initial business
combination and to waive their redemption rights with respect to their shares in connection with (i) the completion of our initial business
combination or (ii) a shareholder vote to approve an amendment to our Articles (A) to modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination within 15 (as currently extended to 27) months from the closing of the IPO or (B) with respect to any other
provision relating to shareholders’ rights or pre-initial business combination activity. None of our Sponsor, directors or officers
are entitled to redeem the founder shares held by them.
On the record date, our Sponsor beneficially owned
and was entitled to vote 5,945,715, or approximately 58.4%, of the Company’s issued and outstanding ordinary shares.
Subject to applicable securities laws, the Sponsor
or the Company’s executive officers, directors or any of their respective affiliates may purchase public shares in privately negotiated
transactions or in the open market either prior to or following the completion of an initial business combination, although they are under
no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder
of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that
the Sponsor or the Company’s executive officers or directors purchase public shares in privately negotiated transactions from public
shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their
prior elections to redeem their shares.
To the extent any such purchases by the Sponsor or
the Company’s executive officers, directors or any of their respective affiliates are made in situations in which the tender offer
rules restrictions on purchases apply, we will disclose in a Current Report on Form 8-K prior to the Meeting the following: (i) the number
of public shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii) the purpose
of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Articles Extension Proposal and the Trust
Extension Proposal will be approved; (iv) the identities of the securityholders who sold to the Sponsor or the Company’s executive
officers, directors or any of their respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g.,
five percent security holders) who sold such public shares; and (v) the number of public shares for which we have received redemption
requests pursuant to our redemption offer.
The purpose of such share purchases and other transactions
would be to increase the likelihood of approving the Articles Extension Proposal and the Trust Extension Proposal, or otherwise limit
the number of public shares electing to redeem.
If such transactions are effected, the consequence
could be to cause the Articles Extension and Trust Extension to be effectuated in circumstances where such effectuation could not otherwise
occur. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders
of our securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading of our securities on a national
securities exchange.
We hereby represent that any of our securities purchased
by the Sponsor or the Company’s executive officers, directors or any of their respective affiliates in situations in which the tender
offer rules restrictions on purchases would apply would not be voted in favor of approving the Articles Amendment Proposal or the Trust
Amendment Proposal.
Does the Board recommend voting for the approval
of the proposals?
Yes. After careful consideration of the terms and conditions
of the proposals, the Board has determined that the proposals are in the best interests of the Company and its shareholders. The Board
unanimously recommends that shareholders vote “FOR” both of the proposals.
What vote is required to adopt the proposals?
Approval of the Articles Extension Proposal will require
a special resolution as a matter of Cayman Islands law, being a resolution passed by a majority of at least two-thirds of Spree’s
shareholders as, being entitled to do so, vote in person or by proxy at the Meeting, and includes a unanimous written resolution.
Under the Trust Agreement, approval of the Trust Extension
Proposal will require the affirmative vote of holders of 65% of the Company’s outstanding ordinary shares entitled to vote thereon.
The Adjournment Proposal requires an ordinary resolution
as a matter of Cayman Islands law, being a resolution passed by a simple majority of the shareholders of Spree as, being entitled to do
so, vote in person or by proxy at the Meeting, and includes a unanimous written resolution.
When would the Board abandon the Articles Extension
and the Trust Extension?
Our Board will abandon the Articles Extension and the
Trust Extension if our shareholders do not approve the Articles Extension Proposal and the Trust Extension Proposal or, if approved, our
Board determines not to implement the Articles Extension and Trust Extension. If we abandon the Articles Extension, public shareholders
will not have their public shares redeemed in connection with the Meeting.
What happens if I sell my ordinary shares or
units of the Company before the Meeting?
The November __, 2023 record date is earlier than the
date of the Meeting. If you transfer your public shares after the record date but before the Meeting, unless the transferee obtains from
you a proxy to vote those shares, you will retain your right to vote at the Meeting. If you transfer your public shares prior to the record
date, you will have no right to vote those shares at the Meeting.
Will the Company seek any further extensions
to liquidate the Trust Account?
Other than the Articles Extension Proposal, until the
expiration of the business combination period, as extended, as described in this proxy statement, the Company does not currently anticipate
seeking any further extension to consummate an initial business combination.
What happens if the Articles Extension Proposal
and Trust Extension Proposal are not approved?
If the Articles Extension Proposal and Trust Extension
Proposal are not approved, and we do not consummate an initial business combination by March 20, 2024, we will be required to liquidate
and dissolve our Trust Account by returning the then-remaining funds in such account to the public shareholders.
The Company’s Sponsor has waived its rights to
participate in any liquidation distribution with respect to its founder shares. There will be no distribution from the Trust Account with
respect to the public warrants or private warrants, which will expire worthless in the event we wind up.
Additionally, redemption payments for redemption elections
in connection with this Meeting will only be made if the Articles Extension Proposal and the Trust Extension Proposal receive the requisite
shareholder approvals and we determine to implement the Articles Extension and Trust Extension.
If the Articles Extension Proposal and the Trust
Extension Proposal are approved, what happens next?
Subject to the approval of (1) the Articles Extension
Proposal by a special resolution being a resolution passed by a majority of at least two-thirds of Spree’s shareholders as, being
entitled to do so, vote in person or by proxy at the Meeting, and (2) the Trust Extension Proposal by the affirmative vote of holders
of 65% of the Company’s outstanding ordinary shares entitled to vote thereon, we expect to file an amendment to the Articles with
the Registrar of Companies of the Cayman Islands in the form of Annex A hereto, and the Trust Extension in the form of Annex
B hereto will become effective. The Company will remain a reporting company under the Securities Exchange Act of 1934, as amended,
and its public units, public shares and public warrants will remain publicly traded. Unless and until the Board determines to wind up
the operations of the Company, the Company will continue to work to completing a business combination prior to the Articles Extension
Date.
The Articles Extension Proposal and the Trust
Extension Proposal must both be approved for the Articles Extension to be implemented.
Would I still be able to exercise my redemption
rights if I vote for the Articles Extension Proposal and/or Trust Extension Proposal?
Yes, assuming you are a shareholder as of the record
date and continue to hold your shares at the time of your redemption election (and subsequent redemption payment). However, redemption
payments for redemption elections in connection with this Meeting will only be made if the Articles Extension Proposal and the Trust Extension
Proposal receive the requisite shareholder approvals and we determine to implement the Articles Extension and Trust Extension. Even if
you do not redeem your public shares in connection with the Meeting, and, subsequently, you disagree with an initial business combination
when it is proposed for a shareholder approval, you will retain your right to redeem your public shares upon consummation of such initial
business combination, subject to any limitations set forth in the Articles.
When and where is the Meeting?
The Meeting will be held at 9:00 a.m. Eastern Time/
4:00 p.m. local (Israel) time, on [ ], December __, 2023, at Meitar Law Offices, 16 Abba Hillel Road, 10th
floor, Ramat Gan, Israel 5250608, and via live webcast, or at such other time, on such other date and at such other place at which the
Meeting may be adjourned or postponed. The Company’s shareholders may attend and vote at the Meeting in person and/or by visiting
https://www.cstproxy.com/spree1/_____ and entering the control number found on their proxy card. You may also attend the Meeting
telephonically by dialing 1-800-450-7155 (toll-free within the United States and Canada) or + 1-857-999-9155 (outside of the United States
and Canada, standard rates apply). The passcode for telephone access is [_______]#. The hybrid format for the Meeting will enable full
and equal participation by all our shareholders from any place in the world at little to no cost.
How do I attend the Meeting virtually?
Registered shareholders received a proxy card from
Continental. The proxy card contains instructions on how to attend the Meeting including the URL address, along with a control number
that you will need for access. If you do not have your control number, contact Continental by phone at: (917) 262-2373, or email proxy@continentalstock.com.
You can pre-register to attend the virtual meeting
starting on December [ ], 2023 at 9:00 a.m. Eastern Time (four (4) business days prior to the meeting date). Enter the URL address https://www.cstproxy.com/spree1/______
into your browser, enter your control number, name and email address. Once you pre-register you will be able to vote. At the start
of the Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote
during the Meeting.
Beneficial holders, who own their shares through a
bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the Meeting, you will need to have
a legal proxy from your bank or broker. If you would like to attend the Meeting virtually and not vote, Continental will issue you a guest
control number after you provide proof of beneficial ownership. Either way, you must contact Continental for specific instructions on
how to receive the control number, by phone at: (917) 262-2373, or email at proxy@continentalstock.com. Please allow up to seventy-two
(72) hours prior to the Meeting for processing your control number.
If you do not attend the Meeting in person and do not
have internet capabilities, you can listen only to the Meeting by 1-800-450-7155 (toll-free), within the U.S. and Canada, or +1 857-999-9155
(standard rates apply) outside the U.S. and Canada; when prompted enter the pin number [ ]#. This is listen only; you will not be able
to vote or enter questions during the Meeting.
How do I vote?
If you are a holder of record of Company ordinary shares,
you may vote in person or virtually at the Meeting or by submitting a proxy for the Meeting. Whether or not you plan to attend the Meeting
in person or virtually, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by (i) completing,
signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope or (ii) voting online at
https://www.cstproxy.com/spree1/____. You may still attend the Meeting and vote virtually or in person if you have already voted
by proxy.
If your Company ordinary shares are held in “street
name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account.
You are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not vote your shares in person
or virtually at the Meeting unless you first submit a legal proxy to Continental, as described above in “How do I attend
the Meeting virtually?”
How do I change my vote?
If you are a holder of record of Company ordinary shares,
you can revoke your proxy at any time before the Meeting by (i) delivering a later-dated, signed proxy card prior to the date of the Meeting,
(ii) granting a subsequent proxy online or (iii) voting in person or virtually at the Meeting. Attendance at the Meeting alone will not
change your vote.
If your Company ordinary shares are held in “street
name” by a broker or other agent and you wish to revoke your proxy, you should follow the instructions provided by your broker or
agent.
How are votes counted?
Votes will be counted by the inspector of election
appointed for the Meeting, who will separately count “FOR”, “AGAINST” and “WITHHOLD” votes, abstentions
and broker non-votes for each proposal. Approval of the Articles Extension Proposal requires a special resolution as a matter of Cayman
Islands law being a resolution passed by a majority of at least two-thirds of Spree’s shareholders as, being entitled to do so,
vote in person or by proxy at the Meeting, and includes a unanimous resolution. Approval of the Trust Extension Proposal requires the
affirmative vote of the holders of at least 65% of the outstanding Company ordinary shares entitled to vote thereon. Lastly, approval
of the Adjournment Proposal requires an ordinary resolution as a matter of Cayman Islands law, being a resolution passed by a simple majority
of shareholders of Spree as, being entitled to do so, vote in person or by proxy at the Meeting, and includes a unanimous written resolution.
If you do not vote, your action will have the effect
of a vote against the Trust Extension Proposal and, if a valid quorum is otherwise established, no effect on the Articles Extension Proposal
or the Adjournment Proposal. Likewise, abstentions, broker non-votes and withheld votes (as applicable) will have the effect of a vote
against the Trust Extension Proposal and no effect on the Articles Extension Proposal or the Adjournment Proposal.
If my shares are held in “street name,”
will my broker automatically vote them for me?
Generally, if shares are held in street name, the beneficial
owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial
owner does not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are
considered to be “routine,” but cannot vote the shares with respect to “non-routine” matters. Under the applicable
rules, “non-routine” matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers,
reverse stock splits, shareholder proposals, elections of directors (even if not contested), and executive compensation, including advisory
shareholder votes on executive compensation and on the frequency of shareholder votes on executive compensation. All of the proposals
to be presented at the Meeting are considered to be “non-routine,” and brokers, banks or other nominees will not have discretionary
voting power with respect to such proposals. Thus, your broker can vote your shares with respect to such “non-discretionary items”
only if you provide instructions on how to vote. You should instruct your broker to vote your shares, and your broker can tell you how
to provide these instructions.
What is a quorum requirement?
A quorum of shareholders is necessary to hold a valid
meeting. The holders of a majority of the shares in the capital of the Company being individuals present in person or by proxy or if a
corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.
Your shares will be counted towards the quorum only
if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the
Meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum within half an hour from the time appointed
for the Meeting, the Meeting will stand adjourned to the same day in the next week at the same time and/or place or to such other day,
time and/or place as our Board may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed
for the Meeting to commence, the shareholders present shall be a quorum.
Who can vote at the Meeting?
Only holders of record of the Company’s ordinary
shares at the close of business on November [ ], 2023 are entitled to have their vote counted at the Meeting and any adjournments or postponements
thereof. On that record date, a total of 10,182,503 ordinary shares, consisting of 5,182,503 Class
A ordinary shares (comprised of 4,236,788 public shares and 945,715 Class A ordinary shares included in the private units
sold to the Sponsor in connection with the Company’s IPO) and 5,000,000 Class B ordinary shares were outstanding and entitled
to vote.
See above in “How do I vote?” for
information on how to vote.
What interests do the Company’s directors
and executive officers have in the approval of the proposals?
The Company’s directors and executive officers
have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. See “The Meeting —
Interests of Our Sponsor, Directors and Officers.”
What happens to the Company’s warrants
if the Articles Extension Proposal or Trust Extension Proposal is not approved?
If the Articles Extension Proposal or Trust Extension
Proposal is not approved and we do not consummate a business combination by March 20, 2024, we will be required to liquidate and dissolve
our Trust Account by returning the then-remaining funds in such account to the public shareholders. In that case, the public warrants
as well as the private warrants will be worthless.
What happens to the Company’s warrants
if both the Articles Extension Proposal and Trust Extension Proposal are approved?
If both the Articles Extension Proposal and Trust Extension
Proposal are approved, the Company will be able to continue its efforts to complete an initial business combination prior to the Articles
Extension Date and will retain the blank check company restrictions previously applicable to it, and the public warrants and private warrants
will remain outstanding in accordance with their terms.
How do I redeem my public shares?
If the Articles Extension and the Trust Extension are
implemented, each public shareholder may redeem all or a portion of his or her 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 Trust Account deposits (which interest
shall be net of taxes payable), divided by the number of then outstanding public shares. You will also be able to redeem your public shares
in connection with any shareholder vote to approve a business combination, or if the Company has not consummated an initial business combination
by the expiration of the Articles Extension.
To demand redemption, you must ensure your bank or
broker complies with the requirements identified herein, including submitting a written request that your shares be redeemed for cash
to the transfer agent and delivering your shares to the transfer agent prior to 5:00 p.m. Eastern Time on [ ], December __, 2023. You
will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective
date of the Articles Extension, Trust Extension, and redemption election.
Pursuant to our Articles, a public shareholder may
request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the Articles Extension Proposal
and Trust Extension Proposal are approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i) (a) hold public shares or (b) hold public shares
as part of public units and you elect to separate your units into the underlying public shares and public warrants prior to exercising
your redemption rights with respect to the public shares; and
(ii) prior to 5:00 p.m., Eastern Time, on December
__, 2023, (a) submit a written request to Continental, the Company’s transfer agent (the “transfer agent”), at
Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York,
New York 10004, Attn: SPAC Redemption Team, that the Company redeem your public shares for cash and (b) deliver your public shares to
the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
If a holder holds public units in an account at a brokerage
firm or bank, it must notify its broker or bank that it elects to separate the units into the underlying public shares and public warrants,
or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. A
holder must separate the units in each case prior to exercising redemption rights with respect to the public shares. Public shareholders
may elect to redeem all or a portion of their public shares even if they vote for the Articles Extension Proposal and Trust Extension
Proposal.
A public shareholder can submit its public shares for
redemption through DTC’s DWAC (Deposit/Withdrawal at Custodian) System, which is an electronic delivery process that can be accomplished
by the shareholder whether or not it is a record holder or its shares are held in “street name”. This can be effected by contacting
the transfer agent or contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically
may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC,
and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the
above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent
will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder.
It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical share certificates
from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than
two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders
that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable
to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
Share certificates that have not been tendered or delivered
in accordance with these procedures prior to the vote on the Articles Extension Proposal and Trust Extension Proposal will not be redeemed
for cash held in the Trust Account.
Any demand for redemption, once made, may be withdrawn
at any time until the deadline for exercising redemption requests and, thereafter, with our consent. Furthermore, if a holder of public
shares delivers the certificate representing such holder’s shares in connection with a redemption election and subsequently decides
prior to the applicable date not to elect to exercise such rights, such holder may request that the transfer agent return the share certificate
(physically or electronically).
In the event that a public shareholder tenders its
shares and decides prior to the deadline for exercising redemption requests that it does not want to redeem its shares, the shareholder
may withdraw the tender. Requests to withdraw a demand for redemption after the deadline for exercising redemption requests can only be
completed if we consent. If you delivered your share certificates (if applicable) for redemption to our transfer agent and decide prior
to the deadline for exercising redemption requests (or thereafter with our consent) not to redeem your shares, you may request that our
transfer agent return the share certificates or restore the book entry shares registered in your name. You may make such request by contacting
our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Articles Extension Proposal
or Trust Extension Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares
will be returned to the shareholder promptly following the determination that the Articles Extension Proposal or Trust Extension Proposal
will not be approved. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote
to approve the Articles Extension Proposal and the Trust Extension Proposal would receive payment of the redemption price for such shares
soon after the implementation of the Articles Extension and Trust Extension. The transfer agent will hold the share certificates of public
shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.
If I am a public unit holder, can I exercise
redemption rights with respect to my units?
No. Holders of outstanding public units must separate
the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.
If you hold public units registered in your own name,
you must deliver the certificate (physically or electronically) for such units to Continental, our transfer agent, with written instructions
to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the delivery of
the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the units into public
shares and public warrants. See “How do I redeem my public shares?” above.
What should I do if I receive more than one set
of voting materials?
You may receive more than one set of voting materials,
including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered
in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account,
you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and
return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares.
Who is paying for this proxy solicitation?
The Company will pay for the entire cost of soliciting
proxies. In addition to these mailed proxy materials, our directors and executive officers, and their agents, may also solicit proxies
in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting
proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial
owners. While the payment of these expenses will reduce the cash available to us to consummate a business combination if the Articles
Extension is approved, we do not expect such payments to have a material effect on our ability to consummate a business combination.
Where do I find the voting results of the Meeting?
We will announce preliminary voting results at the
Meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K, which the
Company is required to file with the SEC within four (4) business days following the Meeting.
Who can help answer my questions?
If you have questions about the proposals or if you
need additional copies of the proxy statement or the enclosed proxy card you should contact the Company at:
Spree Acquisition Corp. 1 Limited
1922 Wildwood Place NE
Atlanta, GA 30324
Attention: Shay Kronfeld, CFO
Telephone: (470) 223-0227
Email: sk@spree1.com
You may also obtain additional information about the Company from documents
filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements contained
in this proxy statement are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding
our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this proxy statement may include, for example, statements about:
| ● | our ability to complete our initial business combination
with a technology-based mobility business prior to the Current Termination Date or Articles Extension Date; |
| ● |
our ability to maintain the listing of our securities on the New York Stock Exchange or an alternative national securities exchange until completion of an initial business combination; |
| |
|
| ● |
the ability of the combined company resulting from our initial business combination to qualify for initial listing on the New York Stock Exchange or an alternative national securities exchange; |
| |
|
| ● |
our expectations around the performance of the prospective target business or businesses; |
| ● |
our potential ability to obtain additional financing to complete our initial business combination; |
| ● |
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; |
| ● |
our pool of prospective target, high-tech mobility businesses; |
| ● |
risks associated with acquiring a technology-oriented mobility business; |
| ● |
the ability of our officers and directors to generate a number of potential acquisition opportunities; |
| ● |
our public securities’ liquidity and trading; |
| ● |
the market for our securities; |
| ● |
the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance; |
| ● |
the Trust Account not being subject to claims of third parties; or |
| ● |
our expected financial performance following our initial business combination. |
The forward-looking statements
contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will 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. These risks and uncertainties
include, but are not limited to, those factors described under the heading “Risk Factors”. 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.
RISK FACTORS
An investment in our securities involves a high
degree of risk. You should consider carefully all of the risks described below, together with the other factors discussed under “Item
1A. Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”)
and the factors described in other reports we file with the SEC. Our business, financial condition or results of operations could also
be materially and adversely affected by additional factors that apply to all companies generally, as well as other risks that are not
currently known to us or that we currently view to be immaterial. In any such case, the trading price of our securities could decline
and you may lose all or part of your original investment. While we attempt to mitigate known risks to the extent we believe to be practicable
and reasonable, we can provide no assurance, and we make no representation, that our mitigation efforts will be successful. See “Cautionary
Note Regarding Forward-Looking Statements.”
We may not be able to complete a business
combination by the expiration of the Articles Extension, even if the Articles Extension Proposal and the Trust Extension Proposal are
approved by our shareholders, in which case, to the extent we do not obtain any further extension, we would cease all operations except
for the purpose of winding up and we would redeem our public shares and liquidate and dissolve.
We may not be able to complete a business combination
by the expiration of the Articles Extension, even if the Articles Extension Proposal and the Trust Extension Proposal are approved by
our shareholders. Our ability to complete an initial business combination may be negatively impacted by general market conditions, volatility
in the capital and debt markets and the other risks described herein, in our 2022 Annual Report, and in other reports that we file with
the SEC. If we have not completed our initial business combination prior to the Articles Extension Date (assuming that it is approved
pursuant to the Articles Extension Proposal), and we do not seek any further extension, we will (1) cease all operations except for the
purpose of winding up; (2) 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 in the Trust Account and not previously released to the Company (net of taxes payable and up to $100,000 of interest to pay
dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish
the public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and
(3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our Board,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. Additionally, there will be no redemption rights or liquidating distributions with respect to our warrants, which
will expire worthless in the event of our winding up.
Additionally, we are required to offer shareholders
the opportunity to redeem shares in connection with the Articles Extension Proposal and the Trust Extension Proposal and, if needed, any
additional extensions, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to
approve an initial business combination. Even if the Articles Extension Proposal and the Trust Extension Proposal are approved by our
shareholders, it is possible that redemptions will leave us with insufficient cash to consummate an initial business combination on commercially
acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Articles Extension and an initial
business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders
may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile,
and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.
Additional extensions beyond the Articles Extension
may be required, which may subject us and our shareholders to additional risks and contingencies that would make it more challenging
for us to complete an initial business combination.
If we do not complete a business combination
by December 20, 2024 (assuming that the Articles Extension Proposal and the Trust Extension Proposal are approved), you may not benefit
from leaving your investment in the Trust Account and not electing to redeem your public shares.
Under the Articles (if
the Articles Extension Proposal is approved), if a business combination is not completed by December 20, 2024, which is three years from
the closing of our IPO, Spree is to be liquidated and the proceeds in the Trust Account paid to Spree’ public shareholders, subject
to any right of creditors in the Trust Account. In that case, any business combination agreement to which we may be party at the time
will be terminated. Any extension of that date requires approval by our shareholders and, in seeking such approval, we would be required
to offer our shareholders the right to have their public shares redeemed. It is possible that all, or a significant percentage of the
public shareholders will exercise their redemption rights, even if the Sponsor agrees to offer founder shares or other economic incentives
to public shareholders who forego redemption.
In addition to
other factors which would cause a public shareholder to redeem his, her or its public shares, the SEC’s approach that may
treat a SPAC such as ours as an investment company under the Investment Company Act of 1940, as amended (the
“Investment Company Act”) may provide a reason for shareholders to exercise their redemption rights rather than
extend the date by which a business combination must be completed. The funds in the Trust Account have, since our IPO, been held
only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S.
government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.
However, to mitigate the risk of our being deemed to be an unregistered investment company (including
under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under
the Investment Company Act, we may instruct Continental, the trustee with respect to the Trust Account, to liquidate the U.S.
government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust
Account in cash or in an interest-bearing demand deposit account until the earlier of the consummation of our initial business
combination or liquidation of the Company. Following such liquidation, we would likely receive minimal interest on the funds held in
the Trust Account. Any such decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the
Trust Account in cash or in an interest-bearing demand deposit account would thereby reduce the dollar amount our public
shareholders would receive upon any redemption or liquidation of Spree. As of the date of this proxy statement, we have not yet made
any such determination to liquidate the securities held in the Trust Account.
SEC rules affecting special purpose acquisition companies may
adversely affect our ability to negotiate and complete our initial business combination. In particular, certain of the procedures that
we, a potential initial business combination target, or others may determine to undertake in connection with our initial business combination
may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which
we could complete an initial business combination. We may be forced to liquidate the U.S. government treasury obligations or money market
funds held in the Trust Account or liquidate and dissolve the Company at an earlier time than we might otherwise choose.
Our consummation of an initial business combination
may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications, and the post-business combination
company may be subject to additional laws, regulations, interpretations and applications. Compliance with the foregoing may be difficult,
time consuming and costly. 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 ability to complete an initial business combination.
In particular, to the extent that Spree, as a
SPAC, is deemed to be subject to regulation under the Investment Company Act, or, in order to avoid that regulation, we limit our
duration, alter the assets that we hold, change our business purpose, or limit our activities, that may increase the costs of and the
time needed to complete our initial business combination, and may constrain the circumstances under which we could complete our initial
business combination. Because we are more at risk of being considered an unregistered investment company if the funds in the Trust Account
are held in short-term U.S. government treasury obligations or in money market funds for a longer period of time, we are more likely to
liquidate those investments sooner than desired and thereafter hold all funds in the Trust Account in an interest-bearing demand deposit
account. That may also lead to our liquidating and dissolving the Company at an earlier time than we might otherwise choose.
If we are deemed to be an investment company for purposes of
the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely
restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment
company, we may abandon our efforts to complete an initial business combination and instead liquidate and dissolve the Company.
There is currently uncertainty concerning the
applicability of the Investment Company Act to a SPAC, including a company like ours. It is possible that a claim could be made
that we have been operating as an unregistered investment company. The longer that the funds in the Trust Account are invested exclusively
in short-term U.S. government treasury obligations or in money market funds, the greater the risk that we may be considered an unregistered
investment company.
If we are deemed to be an investment company
under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance
requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment
Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment
Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless
we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial
business combination and instead liquidate and dissolve the Company. If we are required to liquidate and dissolve, our shareholders would
not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value
of our shares and warrants following such a transaction, and our warrants would expire worthless.
We may be deemed a “foreign person”
and therefore may not be able to complete a business combination because the transaction may be subject to regulatory review and approval
requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign
Investment in the United States, or may be ultimately prohibited.
Our Sponsor, Spree Operandi,
LP, is an exempted Cayman Islands limited partnership that is controlled by non-U.S. persons. The target company for our initial business
combination may be domiciled in the United States. Certain transactions in the U.S. are subject to specific rules or regulations that
may limit, prohibit, or create additional requirements with respect to foreign ownership of a U.S. company. If our initial business combination
is effected with a U.S. target company, the transaction may be subject to regulatory review and approval requirements by governmental
entities, or ultimately prohibited. For example, the Committee on Foreign Investment in the United States (“CFIUS”)
has authority to review certain direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require
certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security
reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily.
If CFIUS determines that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend
that the President of the United States prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment
transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of
beneficial ownership interest and the nature of any information or governance rights involved.
As
such, a business combination with a U.S. business or foreign business with U.S. operations that we may wish to pursue may be subject
to CFIUS review. If a particular proposed business combination with a U.S. business falls within CFIUS’ jurisdiction, we may determine
that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction
without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to delay or recommend
that the President of the United States block our proposed initial business combination, require conditions with respect to such initial
business combination or recommend that the President of the United States order us to divest all or a portion of the U.S. target business
of our business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, or delay
or prevent us from pursuing, certain target companies that we believe would otherwise be beneficial to us and our shareholders. In addition,
certain types of U.S. businesses may be subject to rules or regulations that limit or impose requirements with respect to foreign ownership.
If CFIUS
determines it has jurisdiction, CFIUS may decide to recommend a block or delay our business combination, or require conditions with respect
to it, which may delay or prevent us from consummating a potential transaction. It is unclear at this stage whether our potential business
combination transaction would fall within CFIUS’ jurisdiction, and if so, whether we would be required to make a mandatory filing
or determine to submit a voluntary notice to CFIUS.
The process
of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited amount time left to complete our
business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we
are unable to consummate our initial business combination within the applicable time period required, including as a result of extended
regulatory review, we will, as promptly as reasonably possible, redeem the public shares for a pro rata portion of the funds held in the
trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman law to provide for claims of
creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment
in a target company and the chance of realizing future gains through any price appreciation in the combined company. Additionally, our
warrants will become worthless. As a result, the pool of potential targets with which we could complete a business combination may be
limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar
ties to non-U.S. persons.
A 1% U.S. federal excise tax may be imposed
on us in connection with our redemptions of shares, or in connection with a business combination or other shareholder vote pursuant to
which shareholders would have a right to submit their shares for redemption.
Pursuant to the Inflation Reduction Act of 2022
(the “IRA”), commencing in 2023, a 1% U.S. federal excise tax is imposed on certain repurchases (including redemptions)
of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations
and their “Specified Affiliates” as the term is defined in the Notice (as defined below). The excise tax is imposed on the
repurchasing corporation and not on its shareholders. The amount of the excise tax is equal to 1% of the “fair market value”,
within the meaning of these rules, 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 share issuances against the “fair
market value” of share repurchases during the same taxable year. The U.S. Department of the Treasury (the “Treasury Department”)
has authority to promulgate regulations and provide other guidance regarding the excise tax. The Treasury Department and the Internal
Revenue Service (the “IRS”) have recently issued Notice 2023-2, indicating the intention to propose regulations on
the excise tax and issuing certain interim rules on which taxpayers may rely (the “Notice”). Under the interim rules,
distributions in qualifying complete liquidations are exempt from the excise tax. In addition, the Notice provides that no distribution
in a taxable year by a corporation that completely liquidates in a qualifying liquidation during such taxable year is subject to the excise
tax.
If, as a result of the Articles Extension Proposal
and the Trust Extension Proposal, the amendment to the Articles extending our deadline for consummating an initial business combination
is approved, our shareholders will have the right to require us to redeem their public shares. The excise tax may apply to such redemption
and any other repurchase of our shares (including repurchases in connection with a business combination and/or our liquidation). The extent
to which we would be subject to the excise tax in a taxable year would depend on a number of factors, including: (i) the “fair market
value” of the redemptions and repurchases during such taxable year, (ii) the nature and amount of any “PIPE” or other
equity issuances during such taxable year (including in connection with a business combination), (iii) if we liquidate in such taxable
year and whether the liquidation qualifies for exemption, (iv) the structuring of any business combination, and (v) the content of any
proposed or final regulations and other guidance from the Treasury Department or the IRS. In addition, because the excise tax would be
payable by us and not by the redeeming holders, the mechanics of any required payment of the excise tax remains to be determined. If we
liquidate, it is not clear that our liquidation will qualify for exemption from the excise tax under the Notice because it will depend
on the particular facts and circumstances of the liquidation. Any excise tax payable by us may cause a reduction in the cash available
to us to complete a business combination, could affect our ability to complete a business combination, and may cause a reduction in amounts
available for redemptions.
BACKGROUND
We are a blank check company formed on August 6,
2021 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses. We have generated no revenues to date and we do not expect
that we will generate operating revenues at the earliest until we consummate our initial business combination. We completed our initial
public offering in December 2021, and since that time, we have engaged in discussions with, and due diligence with respect to, potential
business combination target companies. For the period between October 2022 and August 2023, we had been focused exclusively on pursuing
a business combination with WHC and related matters. However, following the termination of the WHC Business Combination Agreement on August
23, 2023, we have been actively engaged in discussions with other potential business combination target companies.
As of the record date,
there were 10,182,503 ordinary shares outstanding, consisting of 5,182,503 Class A ordinary shares (comprised
of 4,236,788 public shares and 945,715 Class A ordinary shares included in the private units sold to the Sponsor concurrently
with our IPO) and 5,000,000 Class B ordinary shares. We also have 10,000,000 public warrants, which are sold as part of the 20,000,000
public units in the IPO, as well as 472,858 private warrants, which were sold as part of our private units concurrently with our IPO,
outstanding. Each warrant entitles the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share.
As of the current time
(prior to any approval that we might receive for the Articles Extension at the Meeting), if we do not complete our initial business combination
by the Current Termination Date of March 20, 2024 (the 27-month anniversary of the closing of our IPO), the proceeds from the sale of
the public units and private units held in the Trust Account will be used to fund the redemption of our public shares, and all warrants
will expire worthless.
The Board currently believes
that there may not be sufficient time before the Current Termination Date to complete an initial business combination. Accordingly, the
Board believes that in order to give public shareholders an opportunity to invest in a company with which we would combine in our initial
business combination, or to elect to redeem their shares when such a business combination transaction is presented for shareholder approval,
we will need to implement the Articles Extension and the Trust Extension. This would provide us with almost an additional 12 months, until
the Articles Extension Date of December 20, 2024, to accomplish that goal.
The Board furthermore
believes that the use of our Sponsor’s available cash resources towards month-by-month contributions to the Trust Account, as was
committed to for the Initial Extension Period and was carried out until November 2023, is no longer in the best interests of the Company
and its shareholders, and, consequently, the Sponsor has discontinued those contributions. Instead, if the Articles Extension Proposal
is approved at the Meeting, throughout the prospective Articles Extension Period, the Sponsor’s cash resources will be used for
the working capital needs of the Company in actively pursuing and completing an initial business combination in an optimal manner. This
approach, if leading to a successful business combination, could provide our public shareholders an opportunity to participate in an investment
in an attractive target company, which would benefit them more significantly than cash contributions to the Trust Account. Because such
a change to our use of our Sponsor’s cash would constitute a departure from our Sponsor’s prior commitment, in connection
with the Initial Extension Meeting, to fund the Trust Account, our public shareholders will have the opportunity to redeem their public
shares in connection with the votes to be held at the Meeting.
Approximately $46.2 million
of invested proceeds from our IPO, the simultaneous sale of private units, and interest income are being held in our Trust Account in
the United States maintained by Continental, acting as trustee, as of November 24, 2023. The proceeds held in the Trust Account may only
be invested in United States “government securities” within the meaning of 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 U.S. government treasury obligations. Pursuant to the Trust Agreement, the trustee is not permitted
to invest in other securities or assets. The Trust Account is intended as a holding place for funds pending the earliest to occur of:
(i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with
a shareholder vote to amend our Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by March
20, 2024 (the Current Termination Date), subject to further extension, or (B) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity; or (iii) absent an initial business combination by March 20, 2024 or, if the Articles
Extension Proposal is approved at the Meeting, December 20, 2024, our return of the funds held in the Trust Account to our public shareholders
as part of our redemption of the public shares.
Our Sponsor, directors
and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests
include ownership of founder shares and warrants that may become exercisable in the future and the possibility of future compensatory
arrangements. See the section entitled “The Meeting — Interests of our Sponsor, Directors and Officers.”
You are not being
asked to vote on any business combination at this time. If the Articles Extension and Trust Extension are implemented and you do not elect
to redeem your public shares, provided that you are a shareholder on the record date for a meeting to consider an initial business combination,
you will be entitled to vote on an initial business combination when it is submitted to shareholders and will retain the right to redeem
your public shares for cash in the event that (i) an initial business combination is approved and completed, or (ii) we have not consummated
a business combination by the expiration of the Articles Extension Date, subject to the terms of the Articles.
THE MEETING
Date, Time and Place of the Meeting
The enclosed proxy is solicited by the Board in
connection with an extraordinary general meeting of shareholders to be held on December [ ], 2023 at 9:00 a.m. Eastern Time/ 4:00 p.m.
local (Israel) time at Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan,
Israel 5250608, and via live webcast, or at such other time, on such other date and at such other place at which the Meeting may be adjourned
or postponed. The Company will be holding the Meeting via live webcast. You will be able to attend the Meeting, vote and submit your questions
online before the Meeting by visiting https://www.cstproxy.com/spree1/____.
Purpose of the Meeting
At the Meeting, you will be
asked to consider and vote upon the following matters:
| 1. |
Proposal No. 1 (the Articles Extension Proposal) — A proposal to approve, by way of special resolution,
amendments to Spree’s Articles to extend the date by which Spree has to consummate a business combination from March 20, 2024,
the Current Termination Date, to December 20, 2024, the Articles Extension Date, or such earlier date as may be determined by the
Board in its sole discretion. A copy of the proposed amendment to the Articles is set forth in Annex A to this proxy
statement; |
| 2. |
Proposal No. 2 (the Trust Extension Proposal ) — A proposal to amend the
Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, as Trustee, to extend the date by
which the Company would be required to consummate a business combination from the Current Termination Date to the Articles Extension
Date, or such earlier date as may be determined by the Board in its sole discretion; and
|
| |
|
| 3. |
Proposal No. 3 (the Adjournment Proposal) — A proposal to approve, by way of ordinary resolution, the
adjournment of the Meeting to a later date or dates, if necessary or desirable, to permit further solicitation and vote of proxies
if, based upon the tabulated vote at the time of the Meeting, there are insufficient votes for, or otherwise in connection with, the
approval of either of the foregoing proposals. |
The Adjournment Proposal will only be presented
at the Meeting if there are not sufficient votes to approve the Articles Extension Proposal or the Trust Extension Proposal. The Articles
Extension Proposal and the Trust Extension Proposal are essential to the implementation of the Board’s plan to extend the date by
which the Company has to complete a business combination.
You are not being asked to vote on any business
combination transaction at this time. If the Articles Extension and Trust Extension proposals are implemented and you do not elect to
redeem your public shares now, you will retain the right to vote for an initial business combination when it is submitted to shareholders
and the right to redeem your public shares for cash in the event any business combination is approved and completed or if the Company
has not consummated an initial business combination prior to the Articles Extension Date, subject to the terms of the Articles.
Public shareholders may elect to redeem their public
shares for their pro rata portion of the funds available in the Company’s Trust Account in connection with the Articles Extension
Proposal regardless of whether or how such public shareholders vote with respect to the Articles Extension Proposal. Additionally, redemption
payments for redemption elections in connection with this Meeting will only be made if the Articles Extension Proposal and the Trust Extension
Proposal receive the requisite shareholder approvals and we determine to implement the Articles Extension and Trust Extension. If the
Articles Extension Proposal and Trust Extension Proposal are approved by the requisite votes of shareholders, the remaining public shareholders
will retain their right to redeem their public shares for their pro rata portion of the funds available in the Trust Account when an initial
business combination is submitted to the shareholders. Furthermore, if the Articles Extension Proposal and the Trust Extension Proposal
are approved and the Articles Extension is implemented, then in accordance with the terms of Trust Agreement, as amended, the Trust Account
will not be liquidated (other than to effectuate the redemptions) until the earlier of (a) receipt by the Trustee of a termination letter
(in accordance with the terms of the Trust Agreement), or (b) the passage of the Articles Extension Date.
Any demand for redemption, once made, may be withdrawn
at any time until the deadline for exercising redemption requests and, thereafter, with our consent. Furthermore, if a holder of public
shares delivers the certificate representing such holder’s shares in connection with a redemption election and subsequently decides
prior to the applicable date not to elect to exercise such rights, such holder may request that the transfer agent return the certificate
(physically or electronically).
The withdrawal of funds from the Trust Account
in connection with a redemption election will reduce the amount held in the Trust Account following the redemption, and the amount remaining
in the Trust Account may be significantly reduced from the approximate $46.2 million that was in the Trust Account as of November 24,
2023.
If the Articles Extension Proposal or the Trust
Extension Proposal is not approved and we do not consummate an initial business combination by March 20, 2024, in accordance with our
Articles, we will (1) cease all operations except for the purpose of winding up; (2) 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 in the Trust Account and not previously released to the Company (net of taxes
payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares,
which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the
remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law. The Company’s warrants will expire worthless.
The approval of the Articles Extension Proposal
requires a special resolution as a matter of Cayman Islands law being a resolution passed by a majority of at least two-thirds of Spree’s
shareholders as, being entitled to do so, vote in person or by proxy at the Meeting, and includes a unanimous written resolution. Additionally,
the approval of the Trust Extension Proposal requires the affirmative vote of the holders of at least 65% of the outstanding Company ordinary
shares entitled to vote thereon. Approval of the Adjournment Proposal requires an ordinary resolution which is a resolution passed by
a simple majority of shareholders of Spree as, being entitled to do so, vote in person or by proxy at the Meeting, and includes a unanimous
written resolution. Our Board will abandon and not implement the Articles Extension Proposal or the Trust Extension Proposal unless our
shareholders approve both the Articles Extension Proposal and the Trust Extension Proposal. Notwithstanding shareholder approval of the
Articles Extension Proposal and the Trust Extension Proposal, our Board will retain the right to abandon and not implement the Articles
Extension or Trust Extension at any time before the implementation thereof without any further action by our shareholders.
Only holders of record of our ordinary shares at
the close of business on November [ ], 2023 are entitled to notice of the Meeting and to vote at the Meeting and any adjournments or postponements
of the Meeting.
After careful consideration of all relevant
factors, the Board has determined that each of the proposals is advisable and recommends that you vote or give instruction to vote “FOR”
each such proposal.
Voting Rights and Revocation of Proxies
The record date with respect to this solicitation
is the close of business on November [ ], 2023 and only shareholders of record at that time will be entitled to vote at the Meeting and
any adjournments or postponements thereof.
If you are a holder of record of Company ordinary
shares, you can revoke your proxy at any time before the final vote at the Meeting by (i) delivering a later-dated, signed proxy card
prior to the date of the Meeting, (ii) granting a subsequent proxy online or (iii) voting in person or virtually at the Meeting. Attendance
at the Meeting alone will not change your vote. If your ordinary shares are held in “street name” by a broker or other agent
and you wish to revoke your proxy, you should follow the instructions provided by your broker or agent.
We intend to release this proxy statement and the
enclosed proxy card to our shareholders on or about December [ ], 2023.
Dissenters’ Right of Appraisal
Neither Cayman Islands law nor our Articles provide
for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals to be voted upon at the Meeting.
Accordingly, our shareholders will have no right to dissent and obtain payment for their shares.
Outstanding Shares and Quorum
The number of outstanding ordinary shares entitled
to vote at the Meeting is 10,182,503 ordinary shares outstanding, consisting of 5,182,503 Class
A ordinary shares (comprised of 4,236,788 public shares and 945,715 Class A ordinary shares included in the private units
sold to the Sponsor concurrently with our IPO) and 5,000,000 Class B ordinary shares (founder shares). Each ordinary share is entitled
to one vote. The presence of holders of a majority of the shares being individuals present in person or by proxy or if a corporation or
other non-natural person by its duly authorized representative or proxy shall be a quorum. Abstentions will be counted as present for
purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum. The Class A ordinary shares
and founder shares are entitled to vote together as a single class on the Articles Extension Proposal, the Trust Extension Proposal, and
the Adjournment Proposal.
Abstentions and Broker Non-Votes
An abstention occurs when a shareholder attends
a meeting, or is represented by proxy, but abstains from voting. At the Meeting, abstentions will be counted as present for purposes of
determining whether a quorum exists. Assuming that a quorum is present, a Spree shareholder’s abstention will have no effect on
the outcome of the votes on the Articles Extension Proposal or the Adjournment Proposal, but will be the equivalent of a vote against
the Trust Extension Proposal, since the vote to approve the Trust Extension Proposal requires a
special 65% majority of the total ordinary shares outstanding.
Broker non-votes
are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at a shareholder
meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote
on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under
NYSE rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with
respect to any of the four proposals described in this proxy statement/prospectus, if a beneficial owner of ordinary shares held in “street
name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be permitted under NYSE
rules to be voted at the meeting, and thus will not be counted as present or represented by proxy at the meeting. The votes to approve
the Articles Extension Proposal or the Adjournment Proposal are based on the votes actually cast by the shareholders present or represented
by proxy and entitled to vote at the Meeting. As a result, assuming that a quorum is present, if you fail to issue voting instructions
to your broker, bank or other nominee, it will have no effect on the outcome of the Articles Extension Proposal, or the Adjournment Proposal.
The vote to approve the Trust Extension Proposal is based on the total ordinary shares outstanding. As a result, if you fail to issue
voting instructions to your broker, bank or other nominee, it will have the effect of a vote against the Trust Extension Proposal.
Required Votes for Each Proposal to Pass
Assuming the presence of a
quorum at the Meeting:
| Proposal |
|
Vote Required |
| Articles Extension |
|
A special resolution as a matter of Cayman Islands law, being a resolution passed by at least two-thirds of Spree’s shareholders as, being entitled to do so, vote in person or by proxy at the Meeting, and includes a unanimous written resolution |
| |
|
|
| Trust Extension |
|
At least sixty-five percent (65%) of the outstanding ordinary shares entitled to vote thereon in person or by proxy at the Meeting |
| |
|
|
| Adjournment |
|
An ordinary resolution, being a resolution passed by a simple majority of the votes cast by shareholders of Spree as being entitled to do so, vote in person or by proxy at the Meeting, and includes a unanimous written resolution |
Abstentions will count as an effective vote “AGAINST”
the Trust Extension Proposal, but will have no effect on the approval of the remaining proposals, assuming a quorum is present. Similarly,
the failure to vote on the Trust Extension Proposal will have the effect of a vote “AGAINST” such proposal, but will have
no effect on whether the Articles Extension Proposal, or the Adjournment Proposal, is approved, assuming a quorum is present.
The chairman of the Meeting may adjourn the Meeting
whether or not there is a quorum, to reconvene at the same or some other place, and may adjourn the Meeting from time to time until a
quorum shall be present. Under the Articles, if there is no quorum within half an hour from the time appointed for the Meeting, the Meeting
will stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as our Board
may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the Meeting to commence,
the shareholders present shall be a quorum. If the Meeting is adjourned for 30 days or more, notice of the adjourned Meeting must be given.
Otherwise, it will not be necessary to give any such notice of the adjourned Meeting.
Voting Procedures
Each ordinary share that you own in your name entitles
you to one vote on each of the proposals for the Meeting. Your proxy card shows the number of ordinary shares that you own.
| ● | You can vote your shares in advance of the Meeting by completing,
signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street
name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or
other nominee to ensure that your shares are represented and voted at the Meeting. If you vote by proxy card, your “proxy,”
whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card
but do not give instructions on how to vote your shares, your ordinary shares will be voted as recommended by our Board. Our Board recommends
voting “FOR” the Articles Extension Proposal, “FOR” the Trust Extension Proposal, and “FOR” the Adjournment
Proposal. |
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You can attend the Meeting and vote virtually even if you have previously voted by submitting a proxy. However, if your ordinary shares are held in the name of your broker, bank or other nominee, you must you first submit a legal proxy to Continental. Continental will then issue you a valid control number which will allow you to vote at the Meeting. That is the only way we can be sure that the broker, bank or nominee has not already voted your public shares. |
Solicitation of Proxies
Your proxy is being solicited by our Board on the
proposals being presented to shareholders at the Meeting. If you have any questions, you may contact our Chief Financial Officer at:
Spree Acquisition Corp. 1 Limited
1922 Wildwood Place NE
Atlanta, GA 30324
Attention: Shay Kronfeld, CFO
Telephone: (470) 223-0227
Email: sk@spree1.com
In addition to these mailed proxy materials, our
directors and officers may also solicit proxies in person, by telephone or by other means of communication. Some banks and brokers have
customers who beneficially own public shares listed of record in the names of nominees and we intend to request banks and brokers to solicit
such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations.
Delivery of Proxy Materials to Shareholders
Unless we have received contrary instructions,
we may send a single copy of this proxy statement to any household at which two or more shareholders reside if we believe the shareholders
are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received
at any one household and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents
at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address
is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents,
the shareholders should follow these instructions:
| ● | if the shares are registered in the name of the shareholder,
the shareholder should contact us at our offices at 1922 Wildwood Place NE, Atlanta, GA 30324, and via email to sk@spree1.com;
and |
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if a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly. |
Interests of our Sponsor, Directors and Officers
When you consider the recommendation of our Board,
you should keep in mind that our Sponsor, directors and officers have interests that may be different from, or in addition to, your interests
as a shareholder. These interests include, among other things, the interests listed below:
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the fact that the Sponsor holds an aggregate of 5,000,000 Class B Ordinary Shares, for which it paid $25,000, and 945,715 private units, comprised of 945,715 private shares and 472,858 private warrants, at a price of $10.00 per unit ($9,457,150 in the aggregate), all of which would expire worthless if an initial business combination is not consummated and such securities will have a significantly higher value if an initial business combination is consummated, estimated at approximately $64.9 million, in the aggregate, based on the reported closing price of $10.92 per Class A ordinary share and $0.029 per warrant on NYSE on November 20, 2023 and November 21, 2023, respectively; |
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since December 2021, we pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support services; |
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the fact that, unless the Company consummates the initial business combination, the Sponsor and our directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of the Company (none of such expenses were incurred that had not been reimbursed as of December 31, 2022) to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account; |
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the fact that the Sponsor or its affiliates may loan to us up to $1,500,000 in working capital loans, which would be evidenced by promissory notes that we may issue to the Sponsor. One such loan by the Sponsor, in a principal amount of $900,000, is currently outstanding, and is represented by a promissory note dated June 12, 2023, which was issued in connection with the Sponsor’s contributions to the Trust Account related to the Initial Extension Period. If we complete an initial business combination, we would repay such loaned amounts. 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. All of such working capital loans may be converted into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private warrants included in the private units issued and sold to our Sponsor. 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; |
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the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination on or prior to the Articles Extension Date, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, from the claims of prospective target businesses with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and |
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the fact that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current members of our Board are expected to continue to serve as directors at least through the date of the meeting to vote on an initial business combination and may even continue to serve following an initial business combination and receive compensation thereafter. |
Redemption Rights
Pursuant to our current Articles, our public shareholders
will be provided with the opportunity to redeem their public shares upon the approval of the Articles Extension, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then outstanding public
shares. If your redemption request is properly made and the Articles Extension Proposal and Trust Extension Proposal are approved, these
shares will cease to be outstanding and will represent only the right to receive such amount. For illustrative purposes, based on funds
in the Trust Account of approximately $46.2 million on November 24, 2023, the estimated per share redemption price would have been approximately
$10.90. Public shareholders may elect to redeem their public shares regardless of whether or how they vote on the proposals at the Meeting,
but redemption payments for redemption elections in connection with this Meeting will only be made if the Articles Extension Proposal
and the Trust Extension Proposal receive the requisite shareholder approvals and we determine to implement the Articles Extension and
Trust Extension.
In order to exercise your redemption rights, you
must:
| ● | submit a request in writing prior to 5:00 p.m., Eastern Time
on December [ ], 2023 (two (2) business days before the Meeting) that we redeem your public shares for cash to Continental,
our transfer agent, at the following address: |
Continental Stock Transfer & Trust Company
1 State Street, 30th
Floor
New York, NY 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com
and
| ● | deliver your public shares either physically or electronically
through DTC to our transfer agent at least two (2) business days before the Meeting. Shareholders seeking to exercise their redemption
rights and opting to deliver physical share certificates should allot sufficient time to obtain physical share certificates from the
transfer agent and time to effect delivery. It is our understanding that shareholders should generally allot at least two (2) weeks to
obtain physical share certificates from the transfer agent. However, we do not have any control over this process and it may take longer
than two (2) weeks. Shareholders who hold their shares in street name will have to coordinate with their broker, bank or other nominee
to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as
described above, your shares will not be redeemed. |
Any demand for redemption, once made, may be withdrawn
at any time until the deadline for exercising redemption requests and, thereafter, with our consent. Furthermore, if a holder of public
shares delivers the share certificate representing such holder’s shares in connection with a redemption election and subsequently
decides prior to the applicable date not to elect to exercise such rights, such holder may request that the transfer agent return the
share certificate (physically or electronically). You may make such request by contacting our transfer agent at the email address or mailing
address listed above.
Prior to exercising redemption rights, shareholders
should verify the market price of our ordinary shares, as they may receive greater proceeds from the sale of their ordinary shares in
the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot
assure you that you will be able to sell your ordinary shares in the open market, even if the market price per share is higher than the
redemption price stated above, as there may not be sufficient liquidity in our ordinary shares when you wish to sell your shares.
If you exercise your redemption rights and the
redemption is effectuated, your ordinary shares will cease to be outstanding and will only represent the right to receive a pro rata share
of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in,
or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly
and timely request redemption.
If the Articles Extension Proposal and the Trust
Extension Proposal are not approved and we do not consummate a business combination by March 20, 2024, we will: (1) cease all operations
except for the purpose of winding up; (2) 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 in the Trust Account and not previously released to the Company (net of taxes payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish
the public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and
(3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our Board,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. Our warrants to purchase ordinary shares will expire worthless.
Holders of outstanding units must separate the
underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.
If you hold units registered in your own name,
you must deliver to Continental written instructions to separate such units into public shares and public warrants. This must be completed
far enough in advance so that you may then exercise your redemption rights with respect to the public shares upon the separation of the
units into public shares and public warrants.
If a broker, dealer, commercial bank, trust company
or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions
to Continental. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee
must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units
and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee
to exercise your redemption rights with respect to the public shares upon the separation of the units into public shares and public warrants.
While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation.
If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
PROPOSAL NO 1: THE ARTICLES EXTENSION PROPOSAL
Background
The proposed Articles Extension would amend the
Company’s Articles to extend the date by which the Company would be permitted to consummate a business combination from March 20,
2024 to December 20, 2024. The complete text of the proposed amendment is attached to this proxy statement as Annex A. All shareholders
are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.
You are not being asked to vote on any business
combination at this time. If the Articles Extension and Trust Extension are implemented and you do not elect to redeem your public shares
now, you will retain the right to vote for an initial business combination when it is submitted to shareholders and the right to redeem
your public shares for cash in the event that an initial business combination is approved and completed or if the Company has not consummated
the initial business combination on or prior to the Articles Extension Date, subject to the terms of the Articles.
Reasons for the Proposed Articles Extension
The Company is proposing to amend, by way of special
resolution, its Articles to extend the date by which it would be permitted to consummate a business combination from March 20, 2024 to
December 20, 2024.
The purpose of the Articles
Extension is to is to provide us with additional time to complete our initial business combination. We may not be able to complete such
business combination on or before the Current Termination Date. If that were to occur and our shareholders will have not approved the
Articles Extension or the Trust Extension at the Meeting, Spree would be forced to liquidate. Therefore, the Board has determined that
it is in the best interests of our shareholders to extend the date by which we have to consummate an initial business combination to the
Articles Extension Date in order to provide to our shareholders an opportunity to participate in an investment in a target company with
which we may combine. In addition, the Board believes that it is advantageous for the Board to be able to determine, in its sole discretion,
whether to liquidate and dissolve the Company at an earlier date. Approval of the Articles Extension Proposal is a condition to the implementation
of the Articles Extension. In addition, the Board believes that it is advantageous for the Board to be able to determine, in its sole
discretion, whether to liquidate and dissolve the Company at an earlier date.
Another reason for the
Articles Extension Proposal is to revise the use of our Sponsor’s available cash resources during the Articles Extension Period.
The Board believes that the Sponsor’s month-by-month $100,000 cash contributions to the Trust Account, which the Sponsor committed
to for the Initial Extension Period and which it carried out from June 2023 until (and not including) November 2023, is no longer in the
best interests of the Company and its shareholders. Instead, if the Articles Extension Proposal is approved at the Meeting, throughout
the prospective Articles Extension Period, the Sponsor’s cash resources will be used for the working capital needs of the Company
in actively pursuing and completing an initial business combination in an optimal manner. This approach, if leading to a successful business
combination, could provide our public shareholders an opportunity to participate in an investment in an attractive target company, which
would benefit them more significantly than cash contributions to the Trust Account. Because such a change to our use of our Sponsor’s
cash would constitute a departure from our Sponsor’s prior commitment, in connection with the Initial Extension Meeting, to fund
the Trust Account, our public shareholders will have the opportunity to redeem their public shares in connection with the vote to be held
on the Articles Extension Proposal at the Meeting.
Approval of the Articles Extension Proposal is
a condition to the implementation of the Articles Extension.
If the Articles Extension
Is Approved
If both the Articles Extension Proposal and the
Trust Extension Proposal are approved, the Articles Extension in the form of Annex A hereto will be effective and will be filed
in the Cayman Islands, and the Trust Account will not be liquidated except in connection with our completion of a business combination,
or in connection with our liquidation if we do not complete a business combination by the Articles Extension Date. We will then continue
to attempt to consummate an initial business combination prior to the Articles Extension Date.
If the Articles Extension Proposal and Trust Extension
Proposal are approved, the Board will have the flexibility to liquidate the Trust Account and dissolve in accordance with law and to redeem
all public shares on a specified date following the filing of the Articles Extension at any time before or after the Current Termination
Date, and on or prior to the Articles Extension Date.
If the Articles Extension Is Not Approved
If the Articles Extension Proposal (or the Trust
Extension Proposal) is not approved and we have not consummated a business combination by March 20, 2024, we will (1) cease all operations
except for the purpose of winding up; (2) 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 in the Trust Account (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by
the number of then issued and outstanding public shares, which redemption will completely extinguish the public shareholders’ rights
as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders and our Board, liquidate and dissolve, subject in each
case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There
will be no distribution from the Trust Account with respect to our warrants which will expire worthless in the event we wind up. We do
not believe it is likely that, if the Articles Extension Proposal and the Trust Extension Proposal are not approved, we will be able to
consummate a business combination by March 20, 2024.
If the Company liquidates and dissolves, the 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 (i) $10.20 per public share or (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 $10.20 per public
share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable, except as to any claims
by a third party or a 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) and except as to any claims under our indemnity of the underwriters of the IPO against certain
liabilities, including liabilities under the Securities Act. The Company has not independently verified whether the Sponsor has sufficient
funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore,
the Sponsor may not 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.
Our Sponsor, directors and officers have entered
into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to their ordinary shares
in connection with a shareholder vote to approve an amendment to our Articles such as the Articles Extension. On the record date, the
Sponsor beneficially owned and was entitled to vote 5,945,715 ordinary shares, in the aggregate, which represent 58.4% of the Company’s
issued and outstanding ordinary shares.
In connection with the Articles Extension
Proposal, public shareholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest not previously released to the Company to pay taxes, divided by the number of then
outstanding public shares, regardless of whether such public shareholders vote “FOR” or “AGAINST” the Articles
Extension Proposal or the Trust Extension Proposal, and a redemption election can also be made by public shareholders who do not vote,
or do not instruct their broker or bank how to vote, at the Meeting. Public shareholders may make a redemption election regardless of
whether such public shareholders were holders as of the record date. However, redemption payments for redemption elections in connection
with this Meeting will only be made if the Articles Extension Proposal and the Trust Extension Proposal receive the requisite shareholder
approvals and we determine to implement the Articles Extension and Trust Extension. If the Articles Extension Proposal and the Trust Extension
Proposal are approved by the requisite vote of shareholders, the remaining holders of public shares will retain their right to redeem
their public shares when a business combination is submitted to the shareholders, subject to any limitations set forth in our Articles,
as amended by the Articles Extension (as long as their election is made at least two (2) business days prior to the meeting at which the
shareholders’ vote is sought). Each redemption of shares by our public shareholders will decrease the amount in our Trust Account,
which held approximately $46.2 million of marketable securities as of November 24, 2023. In addition, public shareholders who do not make
the redemption election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination
by the Articles Extension Date or our earlier liquidation.
To exercise your redemption rights, you must
tender your shares to the Company’s transfer agent at least two (2) business days prior to the Meeting (or December [ ], 2023).
You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically
using the DTC’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct
your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights. The redemption
rights include the requirement that a shareholder must identify itself in writing as a beneficial holder and provide its legal name, phone
number and address in order to validly redeem its public shares.
As of November 24, 2023, there was approximately
$46.2 million of marketable securities in the Trust Account. If the Articles Extension Proposal and the Trust Extension Proposal are approved
and the Company extends a business combination period to last through December 20, 2024 (or such earlier date as may be determined by
our Board in its sole discretion, the redemption price per share as of the date of the meeting for the approval of an initial business
combination or the Company’s subsequent liquidation may be a different amount in comparison to the current redemption price of approximately
$10.90 per share under the terms of our current Articles and Trust Agreement.
Our Board will abandon and not implement the Articles
Extension Proposal unless our shareholders approve both the Articles Extension Proposal and the Trust Extension Proposal. This means
that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will be implemented.
Vote Required for Approval
A special resolution as a matter of Cayman Islands
law, being a resolution passed by a majority of at least two-thirds of Spree’s shareholders as, being entitled to do so, vote in
person or by proxy at the Meeting, and includes a unanimous written resolution, is required to approve the Articles Extension Proposal.
Assuming the presence of a quorum at the Meeting, abstentions or the failure to vote on the Articles Extension Proposal will have no effect
on the vote concerning the Articles Extension Proposal.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS
VOTE “FOR” THE ARTICLES EXTENSION PROPOSAL.
U.S. Federal Income Tax
Considerations for Shareholders Exercising Redemption Rights
The following is a discussion
of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) that elect to have their public shares
redeemed for cash if the Articles Extension Proposal is approved. This discussion applies only to public shares that are held as a capital
asset for U.S. federal income tax purposes (generally, property held for investment). This discussion does not describe all of the U.S.
federal income tax consequences that may be relevant to holders in light of their particular circumstances, including the alternative
minimum tax or the Medicare tax on investment income, or the consequences to holders subject to special rules, including:
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our Sponsor, directors and officers and their respective affiliates; |
| ● | financial institutions, insurance companies or other financial
services entities; |
| ● | broker-dealers or other persons that are subject to the mark-to-market
method of accounting; |
| ● | tax-exempt organizations, qualified retirement plans, individual
retirement accounts or other tax deferred accounts; |
| ● | governments or agencies or instrumentalities thereof; |
| ● | regulated investment companies or real estate investment
trusts; |
| ● | expatriates or former long-term residents of the United States; |
| ● | persons that actually or constructively own five percent
or more of our voting shares or five percent or more of the total value of all classes of our shares; |
| ● | persons that acquired public shares pursuant to an exercise
of employee share options or otherwise as compensation; |
| ● | persons that hold public shares as part of a straddle, constructive
sale, hedging, conversion or other integrated or similar transaction; |
| ● | persons whose functional currency is not the U.S. dollar;
or |
| ● | persons that are subject to the applicable financial statement
accounting rules under Section 451(b) of the Code. |
This discussion is based
on the Internal Revenue Code of 1986 (the “Code”), proposed, temporary and final Treasury Regulations promulgated under
the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change,
which change could apply retroactively and could affect the tax considerations described herein. This discussion does not address U.S.
federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes), nor does it address any aspects
of U.S. state or local or non-U.S. taxation.
We have not and do not
intend to seek any rulings from the Internal Revenue Service (the “IRS”) regarding the exercise of redemption rights. There
can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions
would not be sustained by a court.
As used herein, a “U.S.
Holder” is a beneficial owner of public shares who or that is, for U.S. federal income tax purposes:
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an individual citizen or resident of the United States, |
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a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia, |
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an estate whose income is subject to U.S. federal income tax regardless of its source, or |
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a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. |
This discussion does not
consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If
a partnership (or any entity or arrangement so characterized for U.S. federal income tax purposes) holds public shares, the tax treatment
of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities
of the partnership. Partnerships holding any public shares and persons that are treated as partners of such partnerships should consult
their tax advisors as to the particular U.S. federal income tax consequences of an exercise of redemption rights to them.
EACH HOLDER SHOULD
CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER, AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING
THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.
Redemption Treated
as Sale or Distribution
Subject to the PFIC rules
discussed below under “PFIC Considerations,” if a U.S. Holder’s public shares are redeemed pursuant to the redemption
provisions described in this proxy statement, the U.S. federal income tax consequences to such holder will depend on whether the redemption
qualifies as a sale of such shares redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code.
If the redemption qualifies
as a sale of public shares, a U.S. Holder will be treated as described below under the section entitled “Taxation of Sale or
Other Taxable Disposition of public shares.” If the redemption does not qualify as a sale of public shares, a U.S. Holder will
be treated as receiving a distribution with the tax consequences described below under the section entitled “Taxation of Distributions.”
The redemption of public
shares will generally qualify as a sale of the public shares that are redeemed if such redemption (i) is “substantially disproportionate”
with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s interest or
(iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are explained more fully
below.
For purposes of such tests,
a U.S. Holder takes into account not only ordinary shares actually owned by such U.S. Holder, but also ordinary shares that are constructively
owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to ordinary shares owned directly, ordinary shares
owned by certain related individuals and entities in which such U.S. Holder has an interest or that have an interest in such U.S. Holder,
as well as any ordinary shares such U.S. Holder has a right to acquire by exercise of an option, which would generally include shares
which could be acquired pursuant to the exercise of the warrants.
The redemption of ordinary
shares will generally be “substantially disproportionate” with respect to a redeeming U.S. Holder if the percentage of the
respective entity’s outstanding voting shares that such U.S. Holder actually or constructively owns immediately after the redemption
is less than 80% of the percentage of the respective entity’s outstanding voting shares that such U.S. Holder actually or constructively
owned immediately before the redemption. Prior to an initial business combination, the public shares may not be treated as voting shares
for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination
of such U.S. Holder’s interest if either (i) all of the public shares actually or constructively owned by such U.S. Holder are redeemed
or (ii) all of the public shares actually owned by such U.S. Holder are redeemed and such U.S. Holder is eligible to waive, and effectively
waives in accordance with specific rules, the attribution of shares owned by certain family members and such U.S. Holder does not constructively
own any other shares. The redemption of public shares will not be essentially equivalent to a dividend if it results in a “meaningful
reduction” of such U.S. Holder’s proportionate interest in the respective entity. Whether the redemption will result in a
meaningful reduction in such U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable
to it. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder
in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing
tests is satisfied, then the redemption of public shares will be treated as a distribution to the redeemed holder and the tax effects
to such U.S. Holder will be as described below under the section entitled “Taxation of Distributions.” After the application
of those rules, any remaining tax basis of the U.S. Holder in the redeemed public shares will be added to such holder’s adjusted
tax basis in its remaining shares, or, if it has none, to such holder’s adjusted tax basis in its warrants or possibly in other
shares constructively owned by it.
U.S. Holders should consult
their tax advisors as to the tax consequences of a redemption, including any special reporting requirements.
Taxation of Distributions.
Subject to the PFIC rules
discussed below under “PFIC Considerations,” if the redemption of a U.S. Holder’s public shares is treated as
a distribution, such distribution will generally be treated a dividend for U.S. federal income tax purposes to the extent paid from our
current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such dividends will be taxable to
a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations
in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. Holders, dividends will generally
be taxed at preferential long-term capital gains rates only if public shares are readily tradable on an established securities market
in the United States, provided that we are not treated as a PFIC in the taxable year in which the dividend was paid or in any previous
year and certain other requirements are met. U.S. Holders should consult their tax advisors regarding the availability of the lower rate
for any dividends paid with respect to public shares.
Distributions in excess
of current and accumulated earnings and profits will generally constitute a return of capital that will be applied against and reduce
(but not below zero) the U.S. Holder’s adjusted tax basis in our public shares. Any remaining excess will be treated as gain realized
on the sale or other disposition of the public shares and will be treated as described below under the section entitled “Taxation
of Sale or Other Taxable Disposition of public shares.” However, we do not currently maintain calculations of our earnings and
profits in accordance with U.S. federal income tax principles. U.S. Holders should therefore assume that any amounts treated as a distribution
as a result of a redemption of public shares will be reported as dividend income.
Taxation of Sale or
Other Taxable Disposition of public shares.
Subject to the PFIC rules
discussed below under “PFIC Considerations,” if the redemption of a U.S. Holder’s public shares is treated as
a sale or other taxable disposition, as discussed above, a U.S. Holder will generally recognize capital gain or loss in an amount equal
to the difference between (i) the amount realized and (ii) the U.S. Holder’s adjusted tax basis in the public shares redeemed.
Under tax law currently
in effect, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced
rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary
shares exceeds one year. However, it is unclear whether the redemption rights with respect to the public shares described in this proxy
statement may prevent the holding period of the public shares from commencing prior to the termination of such rights. The deductibility
of capital losses is subject to various limitations. U.S. Holders who hold different blocks of public shares (public shares purchased
or acquired on different dates or at different prices) should consult their tax advisor to determine how the above rules apply to them.
PFIC Considerations
Generally
A foreign
(i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross
income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least
25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (generally determined based on fair
market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered
to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes
dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business received
from unrelated persons) and gains from the disposition of passive assets. For this purpose, cash generally is treated as held for the
production of passive income. The determination of whether a foreign corporation is a PFIC is made annually. Once a foreign corporation
is treated as a PFIC it is, with respect to a shareholder during the time it qualifies as a PFIC, and subject to certain exceptions, always
treated as a PFIC with respect to such shareholder, regardless of whether it satisfied either of the qualification tests in subsequent
years.
Pursuant
to a “startup exception,” a foreign corporation will not be a PFIC for the first taxable year the foreign corporation has
gross income (the “startup year”) if (1) no predecessor of the foreign corporation was a PFIC; (2) the foreign corporation
satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (3) the foreign
corporation is not in fact a PFIC for either of those years.
PFIC Status
of Spree
Based upon
the composition of our income and assets, and our expectations regarding the timing of the completion of an initial business combination,
we believe that we will not be eligible for the startup exception and therefore we have been a PFIC since our first taxable year.
Default PFIC Rules
If we are a PFIC for any
taxable year (or portion thereof) that is included in the holding period of a U.S. Holder and the U.S. Holder did not make a timely and
effective “qualified election fund” (“QEF”) election for our first taxable year as a PFIC in which the
U.S. Holder held public shares, a QEF election along with a purging election, or a “mark-to-market” election, then such holder
will generally be subject to special rules (the “Default PFIC Regime”) with respect to:
| ● |
any gain recognized by the U.S. Holder on the sale or other disposition of its public shares, which would include a redemption of public shares if such redemption is treated as a sale under the rules discussed above; and |
| ● |
any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of its ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for such ordinary shares), which may include a redemption of public shares if such redemption is treated as a distribution under the rules discussed above. |
Under the Default PFIC
Regime:
| ● |
the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for its public shares; |
| ● |
the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which we are a PFIC, will be taxed as ordinary income; |
| ● |
the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
| ● |
an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year of such U.S. Holder. |
QEF Election
In general, if we are
determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect of its public shares by making a
timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain)
and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year
of the U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including
extensions) for filing such U.S. Holder’s tax return for the taxable year for which the election relates.
The QEF election is made
on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a
QEF election by attaching a completed IRS Form 8621, including the information provided in a PFIC annual information statement, to a timely
filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only
by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders
should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular
circumstances.
If a U.S. Holder makes
a QEF election after our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) public shares, the adverse
PFIC tax consequences (with adjustments to take into account any current income inclusions resulting from the QEF election) will continue
to apply with respect to such public shares unless the U.S. Holder makes a purging election under the PFIC rules. Under the purging election,
the U.S. Holder will be deemed to have sold such public shares at their fair market value and any gain recognized on such deemed sale
will be treated as an excess distribution, taxed under the PFIC rules described above. As a result of the purging election, the U.S. Holder
will have a new basis and holding period in such public shares for purposes of the PFIC rules.
In order to comply with
the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC
for any taxable year, we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information
statement, in order to enable the U.S. Holder to make and maintain a QEF election, but there is no assurance that we will timely provide
such required information. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the
required information to be provided.
If a U.S. Holder has made
a QEF election with respect to its public shares, and the special tax and interest charge rules do not apply to such shares (because of
a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or as a result
of a purging election, as described above), any gain recognized on the sale of the public shares generally will be taxable as capital
gain and no interest charge will be imposed. As discussed above, U.S. Holders of a QEF are currently taxed on their pro rata shares of
its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously
included in income generally should not be taxable as a dividend to such U.S. Holders. The tax basis of a U.S. Holder’s shares in
a QEF will be increased by amounts that are included in income and decreased by amounts distributed but not taxed as dividends, under
the above rules.
Mark-to-Market Election
Alternatively, a U.S.
Holder may make an election to mark marketable shares in a PFIC to market on an annual basis. PFIC shares generally are marketable if
they are (i) “regularly traded” on a national securities exchange that is registered with the Securities Exchange Commission
or on the national market system established under Section 11A of the Securities and Exchange Act of 1934, or (ii) “regularly traded”
on any exchange or market that the Treasury Department determines to have rules sufficient to ensure that the market price accurately
represents the fair market value of the shares. The public shares, which are listed on NYSE, should qualify as marketable shares for this
purpose but there can be no assurance that the public shares will be “regularly traded.”
Pursuant to such an election,
a U.S. Holder would include in each year as ordinary income the excess, if any, of the fair market value of such shares over its adjusted
basis at the end of the taxable year. A U.S. Holder may treat as ordinary loss any excess of the adjusted basis of the shares over its
fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the election
in prior years. A U.S. Holder’s adjusted tax basis in the PFIC shares will be increased to reflect any amounts included in income,
and decreased to reflect any amounts deducted, as a result of a mark-to-market election. Any gain recognized on a disposition of public
shares will be treated as ordinary income and any loss will be treated as ordinary loss (but only to the extent of the net amount of income
previously included as a result of a mark-to-market election).
PFIC Reporting Requirements
If we are a PFIC, a U.S.
Holder of public shares will be required to file an annual report on IRS Form 8621 containing such information with respect to its interest
in a PFIC as the IRS may require. Failure to file IRS Form 8621 for each applicable taxable year may result in substantial penalties and
result in the U.S. Holder’s taxable years being open to audit by the IRS (potentially including with respect to items that do not
relate to a U.S. Holder’s investment in the public shares) until such forms are properly filed.
THE PFIC RULES ARE
VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX
ADVISORS REGARDING THE APPLICATION OF THE PFIC RULES ON THE REDEMPTION OF CLASS A ORDINARY SHARES, INCLUDING, WITHOUT LIMITATION, WHETHER
A QEF ELECTION, A PURGING ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY
SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.
Information Reporting
and Backup Withholding
Dividend payments with
respect to the public shares and proceeds from the sale, exchange or redemption of the public shares may be subject to information reporting
to the IRS and possible backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer
identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such
exempt status.
Backup withholding is not an additional tax. Amounts
withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder generally
may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund
with the IRS and furnishing any required information. U.S. Holders are urged to consult their own tax advisors regarding the application
of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances.
PROPOSAL NO 2: THE TRUST EXTENSION PROPOSAL
Background
The proposed Trust Extension would amend the Trust
Agreement to extend the date by which the Company would be permitted to consummate a business combination from March 20, 2024 to December
20, 2024, or such earlier date as may be determined by our Board in its sole discretion. A copy of the proposed Trust Extension is attached
to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete
description of its terms.
You are not being asked to vote on an initial
business combination at this time. If the Trust Extension is implemented and you do not elect to redeem your public shares now, you will
retain the right to vote on a business combination if and when it is submitted to shareholders and the right to redeem your public shares
for cash in the event that an initial business combination is approved and completed or if the Company has not consummated an initial
business combination on or prior to the Articles Extension Date, subject to the terms of the Articles.
Reasons for the Trust Extension
The purpose of the Trust Extension is to allow
the Company to extend the date by which the Company would be permitted to consummate a business combination from March 20, 2024 to December
20, 2024, or such earlier date as may be determined by our Board in its sole discretion. The Trust Extension parallels the proposed Articles
Extension.
The Company’s current Trust Agreement provides
that the Company has until March 20, 2024 (the 27 month anniversary of the closing of the IPO), or such later date as may be approved
by the Company’s shareholders in accordance with the Company’s Articles, to terminate the Trust Agreement and liquidate the
Trust Account.
If the Trust Extension Is Approved
If both the Articles Extension Proposal and the
Trust Extension Proposal are approved, the amendment to the Trust Agreement in the form of Annex B hereto will be executed and
the Trust Account will not be disbursed except in connection with our completion of a business combination or in connection with our liquidation
if we do not complete a business combination by the applicable termination date. The Company will then continue to attempt to consummate
a business combination until the applicable Articles Extension Date or until the Board determines in its sole discretion that it will
not be able to consummate a business combination by the applicable Articles Extension Date and does not wish to continue operations until
such expiration.
If the Trust Extension Is Not Approved
If the Trust Extension is not approved and we do
not consummate a business combination by March 20, 2024, we will (1) cease all operations except for the purpose of winding up; (2) 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 in the Trust Account
and not previously released to the Company (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided
by the number of then issued and outstanding public shares, which redemption will completely extinguish the public shareholders’
rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders and our Board, liquidate and dissolve, subject in each
case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law.
Our Board will abandon and not implement the Trust
Extension Proposal unless our shareholders approve both the Articles Extension Proposal and the Trust Extension Proposal. This means
that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will be implemented.
Proposed Resolution
At the Meeting, the following resolution will be
presented for adoption pursuant to the Trust Extension Proposal:
RESOLVED, that conditioned upon the effectiveness
of the special resolution to amend the Amended and Restated Memorandum and Articles of Association of the Company as set forth in Annex
A, the amendment to the Investment Management Trust Agreement, dated as of December 15, 2021 and amended on June 12, 2023, by and between
the Company and Continental Stock Transfer & Trust Company, as trustee, pursuant to an amendment to the Trust Agreement in the form
set forth in Annex B of the accompanying proxy statement, be, and hereby is, authorized and approved.
Vote Required for Approval
The affirmative vote of holders of at least 65%
of the outstanding ordinary shares entitled to vote thereon is required to approve the Trust Extension Proposal. Consequently, abstentions
or the failure to vote on the Trust Extension will have the same effect as a vote “AGAINST” the Trust Extension Proposal.
Public shareholders may elect to redeem their public
shares regardless of whether or how they vote on the Trust Extension Proposal at the Meeting; however, redemption payments for redemption
elections in connection with this Meeting will only be made if the Articles Extension Proposal and the Trust Extension Proposal receive
the requisite shareholder approvals and we determine to implement the Articles Extension and Trust Extension.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS
VOTE “FOR” THE TRUST EXTENSION PROPOSAL.
PROPOSAL NO 3: THE ADJOURNMENT PROPOSAL
Background
The Adjournment Proposal, if adopted, will allow
our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only
be presented at the Meeting in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other
proposals.
In addition to an adjournment of the Meeting upon
approval of the Adjournment Proposal, the Board of Spree is empowered under Cayman Islands law to postpone the Meeting at any time prior
to the Meeting being called to order in accordance with the Articles. In such event, Spree will issue a press release and take such other
steps as it believes are necessary and practical under the circumstances to inform its shareholders of the postponement of the Meeting.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by
our shareholders, our Board may not be able to adjourn the Meeting to a later date in the event that there are insufficient votes for,
or otherwise in connection with, the approval of the other proposals.
Proposed Resolution
At the Meeting, the following resolution will be
presented for adoption pursuant to the Adjournment Proposal:
RESOLVED, as an ordinary resolution, that the Meeting
be adjourned to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Articles Extension Proposal or the Trust Extension Proposal to be presented
at the Meeting.
Vote Required for Approval
The approval
of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by shareholders
of Spree as being entitled to do so, vote in person or by proxy at the Meeting, and includes a unanimous written resolution. Accordingly,
assuming that a quorum is present, a shareholder’s failure to vote, as well as an abstention and a broker non-vote, will have no
effect on the outcome of the Adjournment Proposal.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS
VOTE “FOR” THE ADJOURNMENT PROPOSAL.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information regarding
the beneficial ownership of our Class A ordinary shares as of November 24, 2023 by:
| ● | each person known by us to be the beneficial owner of more than
5% of our outstanding Class A ordinary shares; |
| ● | each of our executive officers and directors; and |
| ● | all our officers and directors as a group. |
Unless otherwise indicated, we believe that all
persons named in the below table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.
| Name and Address of Beneficial Owner(1) | |
Number of
Class A
Ordinary
Shares
Beneficially
Owned | | |
Approximate
Percentage of
Issued and
Outstanding
Class A
Ordinary
Shares(2) | |
| 5% or Greater Shareholders | |
| | |
| |
| Spree Operandi, LP and affiliated entities and persons(3) | |
| 5,945,715 | (4) | |
| 58.4 | % |
| Saba Capital Management, L.P.(5) | |
| 1,879,814 | | |
| 9.0 | %(6) |
| Highbridge Capital Management, LLC(7) | |
| 1,717,530 | | |
| 8.2 | %(8) |
| Radcliffe Capital Management, L.P. (9) | |
| 303,747 | | |
| 5.9 | % |
| | |
| | | |
| | |
| Directors and Executive Officers(10) | |
| | | |
| | |
| Eran (Rani) Plaut(3) | |
| 5,945,715 | (4) | |
| 58.4 | % |
| Shay Kronfeld(3) | |
| 5,945,715 | (4) | |
| 58.4 | % |
| Joachim Drees | |
| - | | |
| - | |
| Steven Greenfield | |
| - | | |
| - | |
| David Riemenschneider | |
| - | | |
| - | |
| Nir Sasson | |
| - | | |
| - | |
| Philipp von Hagen | |
| - | | |
| - | |
| All officers, directors and director nominees as a group (six individuals)(3) | |
| 5,945,715 | (4) | |
| 58.4 | % |
| (1) |
Unless otherwise noted, the business address of each of the named entities or individuals is c/o Spree Acquisition Corp. 1 Limited, 1922 Wildwood Place NE, Atlanta, GA 30324. |
| (2) |
The percentage of issued and outstanding Class A ordinary shares that is presented is based upon 5,182,503 outstanding Class A ordinary shares as of November 24, 2023, comprised of 4,236,788 public shares and 945,715 Class A ordinary shares included in the private units sold to the Sponsor concurrently with our IPO. For the percentage of issued and outstanding Class A ordinary shares that is presented for our sponsor (Spree Operandi, LP) and affiliated entities and persons, the percentage is also based on an additional 5,000,000 Class A ordinary shares issuable upon conversion of an equal number of Class B ordinary shares as of November 24, 2023. Our sponsor holds all 5,000,000 of our outstanding Class B ordinary shares. The percentage of issued and outstanding Class A ordinary shares presented in the above table does not include Class A ordinary shares issuable upon exercise of public or private warrants, as those warrants are not exercisable within 60 days of November 24, 2023. |
| (3) |
Spree Operandi U.S. LP, a Delaware limited partnership and wholly-owned subsidiary of our sponsor, Spree Operandi, LP, directly holds the Class A ordinary shares reported in this row. Spree Operandi GP Limited, a Cayman Islands exempted company, serves as the sole general partner of Spree Operandi, LP and therefore indirectly possesses voting and investment authority with respect to the Class A ordinary shares held by Spree Operandi U.S. LP. Pureplay Investment LP (majority owned by our CFO and VP Finance, Shay Kronfeld) and Eran Plaut, our CEO and director, serve as equal partners of Spree Operandi GP Limited, which provides them with ultimate voting and investment authority with respect to the subject Class A ordinary shares. |
| (4) |
Consists of (i) 945,715 Class A ordinary shares contained in units, and (ii) 5,000,000 Class A ordinary shares issuable upon conversion of an equal number of Class B ordinary shares. The foregoing conversion will occur automatically on the first business day following consummation of a business combination by our company. Excludes 472,858 Class A ordinary shares underlying warrants contained in the units held by Spree Operandi U.S. LP, which are not exercisable as of, or within 60 days of, the date of this proxy statement.
|
| (5) |
Based solely on an amendment to Schedule 13G filed with the SEC on February 14, 2023 by Saba Capital Management, L.P., a Delaware limited partnership, Saba Capital Management GP, LLC, a Delaware limited liability company, and Mr. Boaz R. Weinstein. Each of these persons may be deemed to be the beneficial owner of all of the reported shares and possess shared voting power and shared dispositive power with respect to all of these shares. The address for these persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
| (6) |
This percentage, as appearing in the Schedule 13G/A filed by Saba Capital Management, L.P., Saba Capital Management GP, LLC, and Mr. Boaz R. Weinstein with the SEC on February 14, 2023, is based on 20,945,715 outstanding Class A ordinary shares, which was the outstanding number prior to the redemption of shares in connection with the Initial Extension Meeting held on June 12, 2023, which reduced the number of outstanding Class A ordinary shares. We are uncertain as to the actual number of Class A ordinary shares now held by this shareholder and what percentage that constitutes out of the number of outstanding Class A ordinary shares (5,182,503) as of November 24, 2023. |
| (7) |
Based solely on a Schedule 13G filed with the SEC on February 2, 2023 by Highbridge Capital Management, LLC, a Delaware limited liability company and the investment adviser to certain funds and accounts, with respect to the Class A ordinary shares directly held by such accounts and funds. Highbridge Capital Management, LLC may be deemed to be the beneficial owner of all of the reported shares, and possesses shared voting power and shared dispositive power with respect to all of these shares. The address for these persons is 277 Park Avenue, 23rd Floor, New York, New York 10172. |
| (8) |
This percentage, as appearing
in the Schedule 13G filed by Highbridge Capital Management, LLC with the SEC on February
2, 2023, is based on 20,945,715 outstanding Class A
ordinary shares, which was the outstanding number prior to the redemption of shares in connection with the Initial Extension Meeting
held on June 12, 2023, which reduced the number of outstanding Class A ordinary shares. We are uncertain as to the actual number of Class
A ordinary shares now held by this shareholder and what percentage that constitutes out of the number of outstanding Class A ordinary
shares (5,182,503) as of November 24, 2023.
|
| (9) |
Based solely on a Schedule 13G filed with the SEC on June 15, 2023 by Radcliffe Capital Management, L.P., a Delaware limited partnership, RGC Management Company, LLC, a Delaware limited liability company, Radcliffe SPAC Master Fund, L.P., a Cayman Islands limited company, Radcliffe SPAC GP, LLC, a Delaware limited liability company, Steven B. Katznelson, and Christopher Hinkel. Each of these persons may be deemed to be the beneficial owner of all of the reported shares and possess shared voting power and shared dispositive power with respect to all of these shares. The address for these persons is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004. |
| (10) |
Each of our board members and officers appearing in the table above (consisting of Messrs. Plaut, Kronfeld, Drees, Greenfield, Riemenschneider, Sasson and von Hagen) holds a limited partnership interest in our sponsor (13.7%, 5.2%, 1.1%, 1.1%, 1.1%, 4.6% and 1.1% limited partnership interests, respectively). Except for Messrs. Plaut and Kronfeld (as described in footnote (3) above), none of the foregoing individuals possesses voting or investment power with respect to the shares of our company held by our sponsor’s wholly-owned subsidiary, as that voting and investment power is possessed by the sole general partner of our sponsor, Spree Operandi GP Limited, which itself is managed by its directors, Messrs. Plaut and Kronfeld. |
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and current
reports, proxy statements and other information with the SEC. The SEC maintains an Internet website that contains reports, proxy and information
statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents
that we file electronically with the SEC at www.sec.gov.
This proxy statement describes the material elements
of relevant contracts, exhibits and other information attached as annexes to this proxy statement. Information and statements contained
in this proxy statement are qualified in all respects by reference to the copy of the relevant contract or other document included as
an annex to this document.
Our corporate website address is https://Spree1.com/.
Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference
in, and is not considered part of, this proxy statement.
You may obtain additional copies of this proxy
statement, at no cost, and you may ask any questions you may have about the Articles Extension Proposal, the Trust Extension Proposal
and the Adjournment Proposal, by contacting the Company’s Chief Financial Officer at the following address, e-mail address and telephone
number:
Spree Acquisition Corp. 1 Limited
1922 Wildwood Place NE
Atlanta, GA 30324
Attention: Shay Kronfeld, CFO
Telephone: (470) 223-0227
or +972-50-731-0810
Email: sk@spree1.com
In order to receive timely delivery of the documents
in advance of the Meeting, you must make your request for information no later than December [ ], 2023.
ANNEX A
PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
SPREE ACQUISITION CORP. 1 LIMITED
December [ ], 2023
RESOLVED, as special resolutions,
that:
(i) Article 49.7 of the Articles
of Association of the Company be deleted in its entirety and replaced as follows:
“In the event that the Company does not consummate
a Business Combination within 36 months from the consummation of the IPO (or up to such later date if such date is extended as described
in the prospectus relating to the IPO), or such later time as the Members may approve in accordance with the Articles, the Company shall:
(a) cease all operations except for the purpose
of winding up;
(b) 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 and not previously released to
the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then public shares
in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further
liquidation distributions, if any); and
(c) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in
each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
(ii) Article 49.8 of the Articles of Association
of the Company be deleted in its entirety and replaced as follows:
“In the event that any amendment is made
to the Articles:
(a) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with a Business Combination or redeem 100% of the public shares if the Company does not consummate
a Business Combination within 36 months from the consummation of the IPO (or up to such later date if such date is extended as described
in the prospectus relating to the IPO), or such later time as the Members may approve in accordance with the Articles; or
(b) with respect to any other provision relating
to Members’ rights or pre-Business Combination activity,
each holder of public shares who is not the Sponsor,
a Founder, Officer or Director shall be provided with the opportunity to redeem their public shares upon the approval or effectiveness
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 and not previously released to the Company to pay its taxes, divided by the number
of then outstanding public shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption
Limitation.”
ANNEX B
PROPOSED AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT
TRUST AGREEMENT
THIS AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST
AGREEMENT (this “Amendment Agreement”), dated as of December [ ], 2023, is made by and between Spree Acquisition
Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust
Company, a New York limited purpose trust company (the “Trustee”).
WHEREAS, the parties hereto are parties to that
certain Investment Management Trust Agreement dated as of December 15, 2021, as amended on June 12, 2023 (the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement sets
forth the terms that govern the liquidation of the Trust Account established for the benefit of the Company and the public shareholders
under the circumstances described therein;
WHEREAS, Section 6(c) of the Trust Agreement provides
that Section 1(i) of the Trust Agreement may only be changed, amended or modified with the affirmative vote of at least sixty five percent
(65%) of the then outstanding shares of Ordinary shares and Class B ordinary shares, voting together as a single class;
WHEREAS, pursuant to an extraordinary general meeting
of the Company held on the date hereof, at least sixty five percent (65%) of the then outstanding shares of Ordinary Shares and Class
B Ordinary Shares, voting together as a single class, voted affirmatively to approve (i) this Amendment Agreement and (ii) a corresponding
amendment to the Company’s amended and restated memorandum and articles of association (the “Articles Extension”);
and
WHEREAS, each of the Company and the Trustee desires
to amend the Trust Agreement as provided herein concurrently with the effectiveness of the Articles Extension.
NOW THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound hereby, the parties hereto agree as follows:
1. Definitions. Capitalized terms contained
in this Amendment Agreement, but not specifically defined herein, shall have the meanings ascribed to such terms in the Trust Agreement.
2. Amendments to
the Trust Agreement.
(a) Effective as of the execution hereof, Section
1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account
only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by its Chief Executive Officer or Chairman of the board of directors of the Company (the “Board”),
and in the case of Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and, in the case of a Termination
Letter in a form substantially similar to that attached hereto as Exhibit B, less up to $100,000 of interest to pay dissolution
expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later
of (i) thirty-six (36) months after the closing of the Offering (or such earlier date as determined by the Board) and (ii) such later
date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and
articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account
shall be liquidated and dissolved in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and
the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest
to pay dissolution expenses), shall be distributed to the public shareholders of record as of such date; provided, however,
that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee
begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section
1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed
to the public shareholders.”
(b) Effective as of the execution hereof, Exhibit
B of the Trust Agreement is hereby amended and restated, in the form attached hereto, to implement a corresponding change to the foregoing
amendment to Section 1(i) of the Trust Agreement.
3. No Further Amendment. The parties hereto
agree that except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and
constitute legal and binding obligations of the parties thereto in accordance with its terms. This Amendment Agreement forms an integral
and inseparable part of the Trust Agreement. This Amendment Agreement is intended to be in full compliance with the requirements for an
amendment to the Trust Agreement as required by Section 6(c) and Section 6(d) of the Trust Agreement, and any defect in fulfilling such
requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties
hereto.
4. References.
(a) All references to the “Trust Agreement”
(including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”)
in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement; and
(b) All references to the “amended and restated
memorandum articles of association” in the Trust Agreement shall mean the Company’s amended and restated memorandum articles
of association as amended by the Articles Extension.
5. Governing Law. This Amendment Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction.
6. Counterparts. This Amendment Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument. Delivery of a signed counterpart of this Amendment Agreement by electronic transmission shall
constitute valid and sufficient delivery thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly
executed this Amendment Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
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Title: |
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| SPREE ACQUISITION CORP. 1 LIMITED |
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Name: |
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EXHIBIT B
Spree Acquisition Corp. 1 Ltd.
1922 Wildwood Place
Atlanta, GA 30324
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account —
Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section1(i) of the Investment Management
Trust Agreement between Spree Acquisition Corp. 1 Limited (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of December 15, 2021, and amended as of June 12, 2023 and December [__],
2023 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination
with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association,
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account
held by you on behalf of the Beneficiaries to await distribution to the public shareholders. The Company has selected [●] as the
effective date for the purpose of determining when the public shareholders will be entitled to receive their share of the liquidation
proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Company’s public shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum
and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent
otherwise provided in Section 1(i) of the Trust Agreement.
Very truly yours,
Spree Acquisition Corp. 1 Limited
PRELIMINARY PROXY CARD
Spree
Acquisition Corp. 1 LIMITED.
1922 Wildwood Place NE
Atlanta,
GA 30324
EXTRAORDINARY GENERAL MEETING OF THE COMPANY
DECEMBER [ ], 2023
YOUR VOTE IS IMPORTANT
FOLD AND DETACH HERE
Spree
Acquisition Corp. 1 LIMITED.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY TO BE HELD ON DECEMBER [ ], 2023
The undersigned, revoking any previous proxies
relating to these shares, hereby acknowledges receipt of the notice and proxy statement, dated December [ ], 2023, (the “Proxy
Statement”) in connection with the extraordinary general meeting of Spree Acquisition Corp. 1 Limited (the “Company”)
and at any adjournments thereof (the “Meeting”) to be held at 9:00 a.m. Eastern time/ 4:00 p.m. local (Israeli) time
on [ ], December [__], 2023 at Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat
Gan, Israel 5250608, and via live webcast, or at such other time, on such other date and at such other place at which the Meeting may
be adjourned or postponed, for the sole purpose of considering and voting upon the following proposals, and hereby appoints Eran (Rani)
Plaut and Shay Kronfeld, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of
substitution to each, to vote all ordinary shares of the Company registered in the name provided, held of record as of November [ ], 2023,
which the undersigned is entitled to vote at the Meeting and at any adjournments thereof, with all powers the undersigned would have if
personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote
or act as follows on the proposals set forth in the Proxy Statement.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL NO. 1, PROPOSAL NO. 2
AND PROPOSAL NO. 3, CONSTITUTING THE ARTICLES EXTENSION PROPOSAL, THE TRUST EXTENSION PROPOSAL, AND THE ADJOURNMENT PROPOSAL, RESPECTIVELY.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY.
(Continued and to be marked, dated and signed
on reverse side)
Important Notice Regarding the Availability of Proxy
Materials for the
Extraordinary General Meeting, to be held on [ ], 2023:
The notice of meeting and the accompanying Proxy Statement
is available at
https://www.cstproxy.com/spree1/
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSAL NO. 1, PROPOSAL NO. 2, AND, IF PRESENTED, PROPOSAL NO. 3. |
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Please mark ☒ votes as indicated in this example |
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| Proposal No. 1 – Articles Extension Proposal |
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FOR |
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AGAINST |
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ABSTAIN |
| A proposal to approve, by way of special resolution, an amendment to the Company’s amended and restated memorandum and articles of association in the form set forth in Annex A of the accompanying proxy statement, to extend the date by which the Company would be permitted to consummate an initial business combination from March 20, 2024 to December 20, 2024, as well as to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date, pursuant to the resolution set forth in Proposal No. 1 of the accompanying proxy statement. |
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| Proposal No. 2 – Trust Extension Proposal |
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FOR |
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AGAINST |
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ABSTAIN |
| A proposal to amend the Company’s investment management trust agreement, dated as of December 15, 2021 and amended as of June 12, 2023, by and between the Company and Continental Stock Transfer & Trust Company, to extend the date by which the Company would be permitted to consummate a business combination from March 20, 2024 to December 20, 2024, or such earlier date as may be determined by the Board, in its sole discretion, pursuant to the resolution set forth in Proposal No. 2 of the accompanying proxy statement. |
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| Proposal No. 3 – Adjournment Proposal |
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FOR |
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AGAINST |
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ABSTAIN |
| A proposal to approve, by way of ordinary resolution, the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. 1 or Proposal No. 2, pursuant to the resolution set forth in Proposal No. 3 of the accompanying proxy statement. |
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Date: _______________, 2023
Signature
Signature (if held jointly)
Signature should agree with name printed hereon. If stock is held in the
name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys should indicate
the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL
STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL NO. 1, PROPOSAL NO. 2 AND PROPOSAL NO. 3. THIS PROXY WILL REVOKE
ALL PRIOR PROXIES SIGNED BY YOU.
Spree Acquisition Corp 1 (NYSE:SHAP)
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