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):
December 21, 2021 (December 15, 2021)
SPREE ACQUISITION CORP. 1 LIMITED
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands | 001-41172 | N/A | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1922 Wildwood Place NE, Atlanta, GA | 30324 | |
(Address of Principal Executive Offices) | (Zip Code) |
1-470-223-0227
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 Class A ordinary share and one-half redeemable warrant | SHAPU | New York Stock Exchange | ||
Class A ordinary shares, par value $0.0001 per share | SHAP | New York Stock Exchange | ||
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | SHAPW | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On December 15, 2021, Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), priced, and on December 20, 2021, it consummated, its initial public offering (“IPO”). Pursuant to the IPO, the Company offered and sold an aggregate of 20,000,000 units (the “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 (out of a total of 2,625,000 Units for which the underwriters have been granted an over-allotment option for 45 days following the pricing of the IPO).
Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”) and one-half of a redeemable warrant of the Company (“Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000.
Substantially concurrently with the closing of the IPO, the Company completed the private sale of an aggregate of 945,715 Units (the “Private Placement Units”) to Spree Operandi U.S. LP, the wholly-owned U.S. subsidiary of the Company’s sponsor, Spree Operandi, LP (collectively with its wholly-owned subsidiary, the “Sponsor”). The purchase price per Private Placement Unit was $10.00, generating aggregate gross proceeds to the Company of $9,457,150. The warrants contained in the Private Placement Units are identical to the warrants included in the Units sold in the IPO except that, for so long as they are held by the Sponsor or its affiliates: (1) they will not be redeemable by the Company; (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 the Company’s initial business combination; and (3) they (including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.
A total of $204,000,000 from the proceeds of the IPO and the sale of the Private Placement 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. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes (and up to $100,000 of interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of all of the Company’s Class A ordinary shares if it is unable to complete its business combination within 15 months from the closing of the IPO (such 15-month period may be extended (a) to 18 months if the Company files (x) a Form 8-K that attaches a definitive merger or acquisition agreement or (y) a proxy statement, registration statement or similar filing for an initial business combination but has not completed the initial business combination within such 15-month period or (b) in two instances by an additional three months each instance, for a total of up to 18 months or 21 months, respectively, if the Company deposits into the trust account for each three month extension an amount equal to $0.10 per Unit), subject to applicable law, or (iii) the redemption of any of the Company’s Class A ordinary shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company's obligation to allow redemption in connection with its initial business combination or to redeem its Class A ordinary shares if it does not complete its initial business combination within 18 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.
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In connection with the IPO, the Company entered into the following agreements, forms of which (with the exception of the Administrative Services Agreement referenced below) were previously filed as exhibits to the Company’s registration statement on Form S-1 (File No. 333-261367):
● | Underwriting Agreement, dated December 15, 2021, between the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the underwriters named on Schedule A thereto. | |
● | Warrant Agreement, dated December 15, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. | |
● | Letter Agreement, dated December 15, 2021, among the Company, its officers and directors, and the Sponsor. | |
● | Investment Management Trust Agreement, dated December 15, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee. | |
● | Registration Rights Agreement, dated December 15, 2021, between the Company, the Sponsor and any other security holders who may become party thereto. | |
● | Administrative Services Agreement, dated August 22, 2021, between the Company and the Sponsor. | |
● | Private Units Purchase Agreement, dated December 15, 2021, between the Company and the Sponsor. | |
● | Indemnity Agreements, each dated December 15, 2021, between the Company and each of its executive officers and directors. |
On December 15, 2021, 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 the pricing of the IPO.
On December 20, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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: December 21, 2021
SPREE ACQUISITION CORP. 1 LIMITED | |||
By: | /s/ Shay Kronfeld | ||
Name: | Shay Kronfeld | ||
Title: | Chief Financial Officer |
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