| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Spree Acquisition Corp. 1 Ltd [ SHAPU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/20/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Units composed of 1 Class A ordinary share & 0.5 warrants(1) | 12/20/2021 | P(2) | 945,715 | A | $10 | 945,715 | I | By Spree Operandi U.S. LP(3) | ||
| Class A ordinary shares(4) | 5,031,250 | I | By Spree Operandi U.S. LP(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Class A ordinary shares and warrants comprising the units are expected to begin separate trading on the 52nd day following the date of the prospectus for the Issuer's initial public offering, unless the representative of the underwriters for that offering allows earlier separate trading, which would be publicly announced by the Issuer. |
| 2. Spree Operandi U.S. LP purchased, in a private placement concurrent with the closing under the Issuer's initial public offering, 945,715 units, at a purchase price of $10.00 per unit. |
| 3. Spree Operandi U.S. LP (which purchased the units and also holds the Class A ordinary shares reported herein) is a wholly-owned subsidiary of Spree Operandi, LP (those two entities, the "Sponsor Entities"). Spree Operandi GP Limited, a company that is owned in equal part by Eran Plaut and Pureplay Investment LP (which is majority owned by Shay Kronfeld), serves as the sole general partner of each of the Sponsor Entities, and, consequently, possesses shared voting and investment power with respect to the securities reported in this row. The limited partnership interests of Spree Operandi, LP are held by various individuals and entities. Each of Messrs. Eran Plaut and Shay Kronfeld disclaims beneficial ownership of the securities reported herein other than to the extent of his indirect pecuniary interest therein. |
| 4. No transaction has been effected by the Reporting Persons with respect to these shares, and they are being included in this Form 4 for informational purposes only. These Class A ordinary shares are issuable on a one-for-one basis upon automatic conversion of an equivalent number of Class B ordinary shares beneficially owned by the Reporting Persons, upon consummation of the Issuer's initial business combination. Class B ordinary shares and Class A ordinary shares are generally entitled to identical economic and voting rights, with certain limited exceptions, and are therefore treated as a single class for purposes hereof. Up to 31,250 of these 5,031,250 shares are subject to forfeiture to the extent the underwriters for the Issuer's initial public offering do not exercise the remaining portion of their over-allotment option by January 29, 2022. |
| Spree Operandi, LP By Spree Operandi GP Limited, its sole general partner; By: /s/ Jonathan Nathan, as attorney for Shay Kronfeld, Director | 01/13/2022 | |
| /s/ Jonathan Nathan, as attorney for Eran Plaut | 01/13/2022 | |
| /s/ Jonathan Nathan, as attorney for Shay Kronfeld | 01/13/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||