UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
Conversion of Founders Shares from Class B Ordinary Shares to Class A Ordinary Shares
On January 3, 2024, Spree Operandi U.S. LP, a Delaware limited partnership (which together with its parent entity, Spree Operandi, LP, a Cayman Islands exempted limited partnership, serve as the sponsor (the “Sponsor”) of Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Spree” or the “Company”)), voluntarily elected to convert 4,999,999 Spree founders shares held by it from Class B ordinary shares, par value $0.0001, of Spree (“Class B ordinary shares”) to Class A ordinary shares, par value $0.0001, of Spree (“Class A ordinary shares”), on a one-for-one basis, in accordance with Article 17.2 of Spree’s Amended and Restated Memorandum and Articles of Association (the “Class B Conversion”).
The Class A ordinary shares issued upon such conversion are not entitled to receive funds from the Company’s trust account through redemptions or otherwise, and remain subject to the existing transfer restrictions on founders shares following such conversion.
Upon completion of the Class B Conversion, the number and class of shares of the Company that are issued and outstanding consist of:
| ● | 7,810,701 Class A ordinary shares (constituted by 1,864,987 publicly-held Class A ordinary shares, 945,715 Class A ordinary shares included in the private units purchased by the Sponsor concurrently with the Company’s initial public offering, and 4,999,999 Sponsor-held founders shares that are Class A ordinary shares (i.e., those converted from Class B ordinary shares)); and |
| ● | one Sponsor-held founders share that is a Class B ordinary share. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 3, 2024
| SPREE ACQUISITION CORP. 1 LIMITED | ||
| By: | /s/ Shay Kronfeld | |
| Name: | Shay Kronfeld | |
| Title: | Chief Financial Officer | |
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