UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 4, 2022
SPREE ACQUISITION CORP. 1 LIMITED
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-41172 | N/A |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
| 1922 Wildwood Place NE, | |
| Atlanta, GA | 30324 |
| (Address of Principal Executive Offices) | (Zip Code) |
(470) 223-0227
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Units, each consisting of one | SHAPU | New York Stock Exchange |
| Class A ordinary share and one-half | ||
| of a redeemable warrant | ||
| Class A ordinary shares, | SHAP | New York Stock Exchange |
| par value $0.0001 per share | ||
| Redeemable warrants, each | SHAPW | New York Stock Exchange |
| warrant exercisable for one Class A | ||
| ordinary share at an exercise price of $11.50 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On February 4, 2022, Spree Acquisition Corp. 1 Limited (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that, commencing on or about February 7, 2022, the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and warrants included in the Units (the “Warrants”). The Class A ordinary shares and Warrants that are separated will trade on the New York Stock Exchange under the symbols “SHAP” and “SHAPW,” respectively. Units that are not separated will continue to trade on the New York Stock Exchange under the symbol “SHAPU”. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A ordinary shares and Warrants.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit | Description |
No.
| 99.1 | Press Release, dated February 4, 2022 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPREE ACQUISITION CORP. 1 LIMITED | ||
| By: | /s/ Shay Kronfeld | |
Name: Title: |
Shay
Kronfeld Chief Financial Officer | |
Date: February 4, 2022
3
Exhibit 99.1
Spree Acquisition Corp. 1 Limited Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing February 7, 2022
NEW YORK, NY, February 4, 2022 — (GLOBE NEWSWIRE) — Spree Acquisition Corp. 1 Limited (NYSE: SHAPU) (the “Company”) announced today that, commencing February 7, 2022, holders of the units sold in the Company’s initial public offering may elect to separately trade the Class A ordinary shares and warrants included in the units. The Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols “SHAP” and “SHAPW,” respectively. Units that are not separated will continue to trade on the New York Stock Exchange under the symbol “SHAPU.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering of the Company’s securities was made only by means of a prospectus, copies of which may be obtained from Stifel, Nicolaus & Company, Incorporated, Attn: Syndicate Department, One South Street, 15th Floor, Baltimore, Maryland 21202, or by email: syndprospectus@stifel.com, or by accessing the SEC’s website, www.sec.gov.
About Spree Acquisition Corp. 1 Limited
Spree Acquisition Corp. 1 Limited was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus its search on mobility-related technology businesses. The Company is led by Eran (Rani) Plaut, Chairman of the Board and CEO of the Company, Nir Sasson, COO, and Shay Kronfeld, CFO and VP Business of the Company.
Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts
Investors
Spree Acquisition Corp. 1 Limited
Shay Kronfeld, CFO & VP Business
sk@spree1.com