SHAP Spree Acquisition Corp 1 Limited

 

 

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): August 23, 2023

 

SPREE ACQUISITION CORP. 1 LIMITED

(Exact Name of Registrant as Specified in its Charter)

 

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

 

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

 

(470) 223-0227 

Registrant’s telephone number, including area code

 

Not Applicable

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

 

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

 

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

 

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

 

Title of each class registered		Trading Symbol(s)		Name of each exchange on which
Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant		SHAPU		New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share		SHAP		New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50		SHAPW		New York Stock Exchange

 

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

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

As previously disclosed, on October 29, 2022, Spree Acquisition Corp. 1 Limited, an exempted company with limited liability incorporated in the Cayman Islands (“Spree”), entered into a Business Combination Agreement, as amended by Amendment No. 1 thereto on January 25, 2023 (as amended, the “Business Combination Agreement”) with WHC Worldwide, LLC, a Missouri limited liability company doing business as zTrip® (“WHC LLC”).

 

On August 23, 2023, pursuant to Section 7.1(a) of the Business Combination Agreement, Spree and WHC LLC entered into a Termination of Business Combination Agreement (“Termination Agreement”) pursuant to which the Business Combination Agreement was terminated effective as of August 23, 2023. Spree intends to continue to identify and pursue a business combination with an appropriate target.

 

As a result of the mutual termination of the Business Combination Agreement, the Business Combination Agreement will be of no further force and effect, except as set forth in the Termination Agreement. The mutual termination of the Business Combination Agreement also terminates and makes void the transaction agreements that were entered into in connection with the Business Combination Agreement, including the Tax Receivable Agreement, the Support Agreement, the Sponsor Letter Agreement, the Voting Agreement and the Investor Rights Agreement.

 

The foregoing descriptions of the Business Combination Agreement and the Termination Agreement are qualified in their entirety by the terms and conditions of the full text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) by Spree on October 31, 2022, including Amendment No. 1 thereto, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the SEC by Spree on January 25, 2023, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.

 

Item 8.01. Other Events.

 

Press Release Announcing the Termination of the Business Combination Agreement

 

On August 23, 2023, Spree and WHC LLC issued a joint press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. As a result of the termination of the Business Combination Agreement, Spree intends to withdraw its registration statement on Form S-4, as amended, initially filed with the SEC on February 14, 2023.

 

Monthly Trust Extension Payment

 

As previously disclosed, on June 12, 2023, Spree held an extraordinary general meeting in lieu of the 2023 annual general meeting of Spree, at which Spree’s shareholders approved, among other proposals, the extension of the date by which Spree must consummate its initial business combination from June 20, 2023 to March 20, 2024 (such nine-month period, the “Extension Period”), or such earlier date as may be determined by Spree’s board of directors. Also as previously disclosed, on June 5, 2023, Spree issued a press release announcing that its sponsor, Spree Operandi, LP, and/or its wholly-owned U.S. subsidiary, Spree Operandi U.S. LP (collectively, the “Sponsor”), has agreed to loan to Spree, for deposit into Spree’s trust account, for each one-month period during the Extension Period (each, a “Monthly Extension Period”), an amount equal to the lesser of $0.04 per public share that remains outstanding and is not redeemed in connection with the Meeting, and $100,000 (the “Extension Period Loans”).

 

On August 20, 2023, the Sponsor caused to be deposited in Spree’s trust account the Extension Period Loan in the amount of $100,000 for the Monthly Extension Period through September 20, 2023.

Forward Looking Statements

Certain statements included in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements are statements that are not historical facts and generally relate to future events or Spree’s future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements, including the identification of a target business and a potential business combination or other such transaction, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Spree and its management, are inherently uncertain and subject to material change. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Spree’s annual report on Form 10-K, filed with the SEC on March 30, 2023, and in other filings with the SEC.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Termination of Business Combination Agreement, dated as of August 23, 2023, by and between Spree Acquisition Corp. 1 Limited and WHC Worldwide, LLC
99.1		Press Release dated August 23, 2023
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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

 

Date: August 23, 2023

 

	SPREE ACQUISITION CORP. 1 LIMITED
	By:	/s/ Shay Kronfeld
	Name:	Shay Kronfeld
	Title:	Chief Financial Officer

 

 

 

Exhibit 10.1

 

TERMINATION OF BUSINESS COMBINATION AGREEMENT

 

Termination of Business Combination Agreement, dated as of August 23, 2023 (this “Termination”), between Spree Acquisition Corp. 1 Limited, an exempted company with limited liability incorporated in the Cayman Islands (“Spree”), and WHC Worldwide, LLC, a Missouri limited liability company doing business as zTrip® (the “Company”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Spree and the Company are collectively referred to as the “Parties” and each as a “Party”.

WHEREAS, Spree and the Company are parties to that certain Business Combination Agreement, dated as of October 29, 2022, as amended by Amendment No. 1 thereto on January 25, 2023 (as amended, the “BCA”); and

WHEREAS, pursuant to Section 7.1(a) of the BCA, the Parties wish to mutually terminate the BCA in accordance with the provisions thereof.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

1.

The BCA is hereby terminated, effective immediately, pursuant to Section 7.1(a) of the BCA.

2.

The effect of the termination of the BCA shall be as set forth in Section 7.2 of the BCA.

3.

The Parties shall issue a press release relating to this Termination in the form of Exhibit A hereto and Spree shall file the Form 8-K in the form of Exhibit B hereto.

4.

Spree, for itself, and on behalf of its Affiliates, and each of their respective Affiliates, shareholders, equityholders, partners, joint venturers, lenders, administrators, representatives, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge the Company and its Affiliates and each of their respective present and former direct and indirect shareholders, equityholders, directors, officers, employees, predecessors, partners, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the BCA, the Ancillary Documents and the transactions contemplated by the BCA (the “Spree Released Claims”).

 

5.

The Company, for itself, and on behalf of its Affiliates, and each of their respective Affiliates, shareholders, equityholders, partners, joint venturers, lenders, administrators, representatives, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge Spree and its Affiliates, including Spree Sponsor, and each of their respective present and former direct and indirect shareholders, equityholders, directors, officers, employees, predecessors, partners, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the BCA, the Ancillary Documents and the transactions contemplated by the BCA (the “Company Released Claims,” and together with the Spree Released Claims, the “Released Claims”).

6.

Notwithstanding anything contained in this Termination to the contrary, it is the express intention of the Parties that the Released Claims released pursuant to Sections 4 and 5 of this Termination do not include claims, if any, based upon a breach of this Termination or a breach of the Confidentiality Agreement.

7.

The Parties hereby acknowledge and agree that each Party continues to be bound by the Confidentiality Agreement, and that all information obtained pursuant to the BCA and the transactions contemplated by the BCA shall be kept confidential in accordance with the Confidentiality Agreement.

8.

The provisions of Sections 8.3 (Amendment), 8.4 (Notices), 8.5 (Governing Law), 8.6 (Fees and Expenses), 8.7 (Construction; Interpretation), 8.9 (Parties in Interest), 8.10 (Severability), 8.11 (Counterparts; Electronic Signatures), Section 8.16 (Submission to Jurisdiction) and Section 8.18 (Trust Account Waiver) are incorporated herein by reference and shall apply to the terms and provisions of this Termination and the Parties, mutatis mutandis

[Signature Page Follows.]

 

 

IN WITNESS WHEREOF, the undersigned have executed this Termination as of the date written above.

	SPREE ACQUISITION CORP. 1 LIMITED
	By	/s/ Steven Greenfield
	Name:	Steven Greenfield
	Title:	Chairman of the Board
	WHC WORLDWIDE, LLC
	By	/s/ William M. George
	Name:	William M. George
	Title:	Chief Executive Officer

 

Exhibit A

Press Release 

See attached.

 

 

Exhibit B

 

Form 8-K

 

See attached. 

 

Exhibit 99.1

 

 

SPREE ACQUISITION CORP. 1 LIMITED AND WHC WORLDWIDE, LLC MUTUALLY AGREE TO TERMINATE BUSINESS COMBINATION AGREEMENT

 

Atlanta, Georgia and Kansas City, Missouri, August 23, 2023 (GLOBE NEWSWIRE) — Spree Acquisition Corp. 1 Limited, a special purpose acquisition company (NYSE: SHAP) (“Spree”), and WHC Worldwide, LLC, doing business as zTrip®, a technology-based, North American-wide transportation company (“WHC” or “zTrip”), today announced that they have mutually agreed to terminate the previously announced Business Combination Agreement (the “Business Combination Agreement”), effective immediately.

 

Spree intends to continue to pursue the consummation of a business combination with an appropriate target. Additional information about the termination of the Business Combination Agreement will be provided in a Current Report on Form 8-K to be filed by Spree with the SEC and available at www.sec.gov.

 

“I want to thank our partner, Spree, for their dedication over the last several months. Collectively, we’ve made an incredible effort to make this deal happen, but given the state of the market, we’ve determined that this course is no longer the best option for the company. This choice has been made to ensure zTrip is in the greatest possible position to carry out its long-term strategic goals and capitalize on growth potential in this market,” said Bill George, CEO and Founder of zTrip.

 

“We continue to recognize that zTrip is a great company with an exciting future ahead of them, but even high-growth and very profitable companies are finding the environment hard as a result of the present market conditions. As zTrip exits this phase and continues forward with its goals, we wish them every success,” said Steve Greenfield, Chairman of the Board of Spree.

 

About Spree Acquisition Corp. 1 Limited

 

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

 

About zTrip

 

WHC Worldwide, LLC d/b/a zTrip was formed to develop a platform capable of operating local mobility service providers more effectively and efficiently. Combining its experience of acquiring and operating traditional taxi fleets with our proprietary technology-based shared infrastructure, is consolidating the local mobility service market and driving greater technology adoption and other operating efficiencies. zTrip believes it has created the largest taxi fleet operator in the U.S. zTrip is a company led by a tenured management team with decades of experience in the ground transportation industry and a track record of owning and operating successful transportation companies.

 

Contact:

 

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

 

 

 

v3.23.2

Cover	Aug. 23, 2023
Document Type	8-K
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Document Period End Date	Aug. 23, 2023
Entity File Number	001-41172
Entity Registrant Name	SPREE ACQUISITION CORP. 1 LIMITED
Entity Central Index Key	0001881462
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1922 Wildwood Place NE
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30324
City Area Code	(470)
Local Phone Number	223-0227
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
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Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Trading Symbol	SHAPU
Security Exchange Name	NYSE
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	SHAP
Security Exchange Name	NYSE
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	SHAPW
Security Exchange Name	NYSE

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