Exhibit 99.1
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):
March 27, 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 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 and incorporated by reference herein is a copy of an investor presentation (the “Presentation”) that Spree Acquisition Corp. 1 Limited (the “Company”) will use with respect to the transactions contemplated by the Business Combination Agreement, dated October 29, 2022, by and between the Company and WHC Worldwide, LLC, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of January 25, 2023 (as many be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Investor Presentation of Spree Acquisition Corp. 1 Limited, dated March 27, 2023 | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
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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: March 27, 2023
| SPREE ACQUISITION CORP. 1 LIMITED | ||
| By: | /s/ Shay Kronfeld | |
| Name: | Shay Kronfeld | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1