Exhibit 99.1
May 22, 2023
Spree Acquisition Corp. 1 Limited
PROXY STATEMENT SUPPLEMENT
FOR AN EXTRAORDINARY GENERAL MEETING IN LIEU OF THE 2023 ANNUAL GENERAL MEETING OF THE COMPANY
To be held at 9:00 a.m. Eastern Time/ 4:00 p.m. Israel time on June 12, 2023
This Proxy Statement Supplement (this “Supplement”) of Spree Acquisition Corp. 1 Limited (“Spree”, the “Company”, “we” or “us”) supplements the Proxy Statement, dated May 15, 2023 (the “Proxy Statement”), with respect to the Extraordinary General Meeting in lieu of 2023 Annual General Meeting of Spree, which is scheduled to take place at 9:00 a.m. Eastern Time/ 4:00 p.m. local (Israel) time on Monday, June 12, 2023 (the “Meeting”). The information in this Supplement merely supplements and, to the extent applicable, amends the information in the Proxy Statement. This Supplement does not contain all of the information that is relevant to the Meeting or that may be important to you. You should read carefully the entire Proxy Statement, as supplemented and amended by this Supplement, before voting on any of they proposals to be presented at the Meeting.
Capitalized terms that appear in this Supplement and are not defined herein have the respective meanings assigned to them in the Proxy Statement.
QUESTIONS AND ANSWERS ABOUT THIS SUPPLEMENT
Q: Why am I receiving this Supplement and the enclosed revised proxy card or voting instruction form? In what way do these materials amend the original Proxy Statement and proxy card?
A: This Supplement and the enclosed revised proxy card or voting instruction form are being sent to you in connection with the solicitation of proxies by our board of directors (the “Board”) for use at the Meeting or at any adjournments or postponements thereof. This Supplement, when read together with the Proxy Statement, summarizes the information that you need to make an informed decision on the proposals to be considered at the Meeting.
The Company is modifying Proposal No. 1 and Proposal No. 2 as they appear in the Proxy Statement in order to lengthen the duration of the proposed extension period (the “Articles Extension”) under Spree’s Amended and Restated Memorandum and Articles of Association (the “Articles”) (the “Articles Extension Proposal”), as well as the corresponding proposed extension period (the “Trust Extension”) under the investment management trust agreement, dated as of December 15, 2021 (the “Trust Agreement”), by and between Spree and Continental Stock Transfer & Trust Company in Proposal No. 2 (the “Trust Extension Proposal”), respectively, to be presented for approval at the Meeting.
As reflected in the updated proxy materials, in place of requesting a three-month extension, from June 20, 2023 to September 20, 2023, as appears in the original Proxy Statement and proxy card that were distributed to Spree shareholders of record, Spree will seek, at the Meeting, a nine-month extension, from June 20, 2023 to March 20, 2024, under the Articles Extension Proposal and the Trust Extension Proposal.
Other than the above-described lengthening of the proposed extension period under the Articles and Trust Agreement, the revised proxy materials do not alter any other aspects of any of the proposals to be presented to the Meeting. Specifically, none of Proposals No. 3, 4 or 5 is modified in any manner by this Supplement.
Q: What are the proposals that are modified by this Supplement that will be voted on at the Meeting?
A: Revised Proposals No. 1 and No. 2 that you are being asked to vote on at the Meeting, as modified, are as follows:
| 1. | Proposal No. 1 — A proposal to approve, by way of special resolution, amendments to Spree’s Articles to extend the date by which Spree has to consummate a business combination from June 20, 2023 to March 20, 2024 or such earlier date as may be determined by the Board in its sole discretion. A copy of the revised proposed amendment to the Articles under the Articles Extension Proposal is set forth in Annex A to this Supplement; and |
| 2. | Proposal No. 2 — A proposal to amend the Trust Agreement, to extend the date by which we would be required to consummate a business combination from June 20, 2023 to March 20, 2024, or such earlier date as may be determined by the Board in its sole discretion. A copy of the proposed Amendment to Investment Management Trust Agreement that served as Annex B to the Proxy Statement (the “Trust Agreement Amendment”) shall be modified by this Supplement in that the reference to “twenty-one (21) months after the closing of the Offering” in Section 2(a)(i) of the Trust Agreement Amendment shall instead read “twenty-seven (27) months after the closing of the Offering”; |
Q. Why are you asking for a longer extension in this Supplement under the Articles Extension Proposal and Trust Extension Proposal, and why should I vote in favor of such proposals?
A: Our Board believes that our shareholders will benefit from our consummating the WHC Business Combination and is proposing the Articles Extension and Trust Extension to extend the date by which we may complete an initial business combination. After publishing the Proxy Statement, our management considered the expected timing for the WHC Business Combination and determined that we may need some time in excess of the three-month extension that was originally proposed in the Proxy Statement to complete the WHC Business Combination. Consequently, in order to enable us to complete the WHC Business Combination as efficiently as possible, without requiring potential additional shareholder meetings to approve extensions for the deadline for completing a business combination under the Articles and the Trust Agreement, we are lengthening the extension that we seek under the proposed Articles Extension and Trust Extension to nine months rather than three months after the current June 20, 2023 deadline. Your vote in favor of the Articles Extension Proposal and the Trust Extension Proposal is required for us to implement such a nine-month extension under the Articles Extension and the Trust Extension, respectively.
Our Articles provide that if our shareholders approve an amendment to the Articles that would affect the substance or timing of our obligation to redeem Public Shares if we do not complete our initial business combination before June 20, 2023 (reflecting our initial three-month extension period), we will provide holders of our Public Shares (“public shareholders”) with the opportunity to redeem, subject to the redemption limitation as described in our Articles, all or a portion of their Public Shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares. This Articles provision was included to protect the Company’s shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination during the business combination period. If you do not elect to redeem your Public Shares, you will retain the right to vote on an initial business combination in the future and the right to redeem your Public Shares in connection with an initial business combination.
Our Board recommends that you vote in favor of the Articles Extension Proposal and Trust Extension Proposal, as amended by this Supplement, but expresses no opinion as to whether you should redeem your Public Shares. Public shareholders may elect to redeem their Public Shares regardless of whether or how they vote on the proposals at the Meeting; however, redemption payments for redemption elections in connection with the Meeting will only be made if the Articles Extension Proposal and the Trust Extension Proposal receive the requisite shareholder approvals and we determine to implement the Articles Extension and Trust Extension.
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How do I vote?
If you are a holder of record of ordinary shares, you may vote in person or virtually at the Meeting or by submitting a proxy for the Meeting. Whether or not you plan to attend the Meeting in person or virtually, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by (i) completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope or (ii) voting online at https://www.cstproxy.com/spree1/2023. You may still attend the Meeting and vote virtually or in person if you have already voted by proxy. You will be able to attend the Meeting, vote and submit your questions online before the Meeting by visiting https://www.cstproxy.com/spree1/2023.
If your Company ordinary shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not vote your shares in person or virtually at the Meeting unless you first submit a legal proxy to Continental, our transfer agent.
Q: How do I change my vote?
A: If you are a holder of record of Spree ordinary shares, you can revoke your proxy at any time before the Meeting by (i) delivering a later-dated, signed proxy card prior to the date of the Meeting, (ii) granting a subsequent proxy online or (iii) voting in person or virtually at the Meeting. Attendance at the Meeting alone will not change your vote.
If your Company ordinary shares are held in “street name” by a broker or other agent and you wish to revoke your proxy, you should follow the instructions provided by your broker or agent.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements contained in this Supplement are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Please see the section titled “Cautionary Note Regarding Forward-Looking Statements” in the Proxy Statement for examples of forward-looking statements in the Proxy Statement or in this Supplement and please also see the section titled “Risk Factors” in the Proxy Statement for a description of some of the risks that accompany such forward-looking statements.
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ANNEX A
REVISED PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
SPREE ACQUISITION CORP. 1 LIMITED
June 12, 2023
RESOLVED, as special resolutions, that:
(i) Article 49.7 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:
“In the event that the Company does not consummate a Business Combination within 27 months from the consummation of the IPO (or up to such later date if such date is extended as described in the prospectus relating to the IPO), or such later time as the Members may approve in accordance with the Articles, the Company shall:
(a) cease all operations except for the purpose of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
(ii) Article 49.8 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:
“In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination within 27 months from the consummation of the IPO (or up to such later date if such date is extended as described in the prospectus relating to the IPO), or such later time as the Members may approve in accordance with the Articles; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity,
each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”
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