UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-41172

Spree Acquisition Corp. 1 Limited

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

94 Yigal Alon, Building B, 31^st floor,
Tel Aviv, 6789139, Israel

(Address of Principal Executive Offices, including zip code)

+972-50-731-0810

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of July 16, 2024, (i) 7,810,701 Class A ordinary shares, par value $0.0001 per share (constituted by 1,864,987 publicly-held Class A ordinary shares, 945,715 Class A ordinary shares included in the private units purchased by the registrant’s sponsor concurrently with the registrant’s initial public offering, and 4,999,999 sponsor-held founders shares that are Class A ordinary shares (which had been converted from Class B ordinary shares)), and (ii) one Class B ordinary share, par value $0.0001 per share (a founders share), were issued and outstanding.

SPREE ACQUISITION CORP. 1 LIMITED

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page

CERTAIN TERMS		ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv

PART 1 - FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets	F-2

	Condensed Statement of Operations	F-3

	Condensed Statement of Changes in Capital Deficiency	F-4

	Condensed Statement of Cash Flows	F-5

	Notes to Condensed Financial Statements (unaudited)	F-6 – F-17

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	8

Item 4.	Control and Procedures	8

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	9

Item 1A.	Risk Factors	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 3.	Defaults Upon Senior Securities	9

Item 4.	Mine Safety Disclosures	9

Item 5.	Other Information	9

Item 6.	Exhibits	9

SIGNATURES		10

CERTAIN TERMS

Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report” or “Form 10-Q”), references to:

●

“we,” “us,” “our,” “the company” or “our company” are to Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company;

●

“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association, which went into effect upon the completion of our IPO;

●

“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;

●

“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;

●

“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

●

“equity-linked securities” are to any securities of our company that are convertible into or exchangeable or exercisable for, Class A ordinary shares of our company;

●

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

●

“extension meetings” are to the extraordinary general meetings of Spree that we held on June 12, 2023 and December 21, 2023 at which the extension, by nine months (until March 20, 2024), and by an additional nine months (until December 20, 2024), respectively, of the deadline for completion of our initial business combination transaction under the amended and restated memorandum and articles of association was approved by our shareholders;

●

“extension periods” are to the additional nine-month periods, first until 27 months (the “initial extension period”), and then until 36 months (the “second extension period”), following our IPO (i.e., until March 20, 2024, and then until December 20, 2024), respectively, during which we may complete our initial business combination as a result of shareholder votes at the extension meetings;

●

“founders shares” are to our 5,000,000 Class B ordinary shares, in the aggregate, initially purchased in a private placement, and not surrendered, by our sponsor, of which 4,999,999 were converted into Class A ordinary shares on January 3, 2024, and the remaining one (1) of which will be automatically converted into a Class A ordinary share at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares are not or will not be (as applicable) “public shares”);

●

“initial shareholder” are to our sponsor’s wholly-owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership, as the holder of our founders shares prior to our IPO;

●

“IPO” or “initial public offering” refers to the initial public offering of our Class A ordinary shares, which was consummated on December 20, 2021;

●

“letter agreement” refers to the letter agreement entered into between us and our initial shareholder, directors and officers, at the time of our IPO, the form of which was filed as an exhibit to the registration statement for our IPO;

●

“Nasdaq” are to the Nasdaq Stock Market;

●

“NYSE” are to the New York Stock Exchange;

●

“ordinary shares” are to Class A ordinary shares and/or Class B ordinary shares;

●

“private shares” are to the 945,715 Class A ordinary shares included in the private units that were issued and sold to our sponsor in a private placement simultaneously with the closing of the initial public offering;

●

“private units” are to the 945,715 units (consisting of 945,715 private shares and 472,858 private warrants) that were issued and sold to our sponsor in a private placement simultaneously with the closing of the initial public offering;

●

“private warrants” are to the warrants to purchase one Class A ordinary share at an exercise price of $11.50 per share contained within the private units that were issued and sold to our sponsor in a private placement simultaneously with the closing of the initial public offering, as well as any warrants that may be issued upon conversion of working capital loans;

●

“public shareholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;

●

“public shares” are to our Class A ordinary shares sold as part of the public units in our initial public offering (whether they were purchased in our IPO or thereafter in the open market);

●

“public units” are to the units (consisting of public shares and warrants) sold in our initial public offering;

●

“public warrants” are to the warrants to purchase one Class A ordinary share at an exercise price of $11.50 per share sold as part of the public units in our initial public offering;

●

“SEC” are to the U.S. Securities and Exchange Commission;

●

“sponsor” are to Spree Operandi, LP, a Cayman Islands exempted limited partnership, including, where applicable, its affiliates (including our initial shareholder, Spree Operandi U.S. LP, a Delaware limited partnership, which is a wholly-owned subsidiary of our sponsor);

●

“trust account” are to the U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee, into which a total of $204.0 million from the proceeds of the initial public offering and the sale of the private units was deposited, and the balance of which was reduced, due to redemptions of public shares in connection with the extension meetings, to approximately $44.9 million as of June 30, 2023 (following the first extension meeting) and to $20.4 million as of January 2, 2024 (following the second extension meeting);

●

“warrants” are to the public warrants and the private warrants;

●

“WHC” are to WHC Worldwide, LLC, a Missouri limited liability company doing business as zTrip®;

●

“WHC Business Combination” are to our business combination with WHC that was to have been completed pursuant to the WHC Business Combination Agreement;

●

“WHC Business Combination Agreement” are to the Business Combination Agreement, dated October 29, 2022, as amended by Amendment No. 1 thereto, by and between Spree and WHC, which was terminated as of August 23, 2023; and

●

“2023 Annual Report” are to our annual report on Form 10-K for the year ended December 31, 2023, which we filed with the SEC on June 27, 2024.

iii

Special Note Regarding Forward-Looking Statements

Some statements contained in this Quarterly Report 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. Forward-looking statements in this Quarterly Report may include, for example, statements about:

●

our ability to complete a business combination, including the satisfaction of the closing conditions to a business combination, and the timing of the completion of such business combination;

●

our expectations with respect to future performance of a target company business and anticipated financial impacts of a business combination;

●

our ability to maintain sufficient funding outside of our trust account to enable us to complete a business combination;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our public securities’ liquidity and trading;

●

the market for our traded securities currently and following any potential business combination; or

●

the trust account not being subject to claims of third parties.

The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Part I— Item 1A. Risk Factors” in the 2023 Annual Report. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.report. Except as expressly required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

PART 1 - FINANCIAL INFORMATION

SPREE ACQUISITION CORP. 1 LIMITED

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2024, AND FOR THE THREE MONTHS ENDED ON THAT DATE

SPREE ACQUISITION CORP. 1 LIMITED

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2024, AND FOR THE THREE MONTHS ENDED ON THAT DATE

INDEX

	Page
Condensed Balance Sheets	F-2

Condensed Statements of Operations	F-3

Condensed Statements of Changes in Capital Deficiency	F-4

Condensed Statements of Cash Flows	F-5

Notes to the Condensed Financial Statements	F-6 – F-17

F-1

SPREE ACQUISITION CORP. 1 LIMITED

UNAUDITED CONDENSED BALANCE SHEETS

	March 31			December 31,
	2024			2023
	U.S. Dollars in thousands
Assets
ASSETS:
Prepaid expenses		33			-
Cash and cash equivalents held in Trust Account		20,689			46,420
TOTAL ASSETS		20,722			46,420

Liabilities and shares subject to possible redemption net of capital deficiency
LIABILITIES-
Other payables and accrued expenses		2,661			2,410
Related party – Sponsor		687			677
Deferred underwriting compensation		9,000			9,000
Amount payable to 2,371,801 Class A ordinary shares following redemption		-			25,972
TOTAL LIABILITIES		12,348			38,059

COMMITMENTS AND CONTINGENCIES (Note 6)

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 1,864,987 shares at March 31, 2024 and December 31, 2023, at a redemption value of $11.09 and $10.96 per share, respectively		20,689			20,448

CAPITAL DEFICIENCY:
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 5,945,714 and 945,715 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively (excluding 1,864,987 shares subject to possible redemption at March 31, 2024 and December 31, 2023)		*			*
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized, one and 5,000,0000 issued and outstanding at March 31, 2024 and December 31, 2023, respectively		*			*
Preference Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023		-			-
Additional paid-in capital		-			-
Accumulated deficit		(12,315	)		(12,087	)
TOTAL CAPITAL DEFICIENCY		(12,315	)		(12,087	)
TOTAL LIABILITIES AND SHARES SUBJECT TO POSSIBLE REDEMPTION NET OF CAPITAL DEFICIENCY		20,722			46,420

(*)	Represents an amount less than 1 thousand US Dollars.

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-2

SPREE ACQUISITION CORP. 1 LIMITED

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	Three months ended March 31
	2024			2023
	U.S. Dollars in thousands Except per share data

INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT		241			2,095
OPERATING EXPENSES		(228	)		(388	)
NET INCOME FOR THE PERIOD		13			1,707

WEIGHTED AVERAGE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION		1,864,987			20,000,000
BASIC AND DILUTED EARNING PER CLASS A ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION, see Note 4		0.10			0.09

WEIGHTED AVERAGE OF NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES		5,945,715			5,945,715
BASIC AND DILUTED LOSS PER NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES, see Note 4		(0.03	)		(0.01	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-3

SPREE ACQUISITION CORP. 1 LIMITED

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY

	Class A ordinary shares				Class B ordinary shares					Additional
	Number of shares		Par value		Number of shares			Par value		paid-in capital		Accumulated deficit			Total
	U.S. dollars in thousands (except share data)
BALANCE AT JANUARY 1, 2024		945,715		*		5,000,000			*		-		(12,087	)		(12,087	)
Conversion of 4,999,999 Class B ordinary shares to Class A ordinary shares		4,999,999		*		(4,999,999	)		*		-		-			-
Accretion of Class A ordinary shares subject to redemption to redemption amount		-		-		-			-		-		(241	)		(241	)
Net income for the period		-		-		-			-		-		13			13
BALANCE AT MARCH 31, 2024		5,945,714		*		1			*		-		(12,315	)		(12,315	)

BALANCE AT JANUARY 1, 2023		945,715		*		5,000,000			*		-		(10,450	)		(10,450	)
Accretion of Class A ordinary shares subject to redemption to redemption amount		-		-		-			-		-		(2,095	)		(2,095	)
Net income for the period		-		-		-			-		-		1,707			1,707
BALANCE AT MARCH 31, 2023		945,715		*		5,000,000			*		-		(10,838	)		(10,838	)

(*)	Represents an amount less than 1 thousand US Dollars.

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-4

SPREE ACQUISITION CORP. 1 LIMITED

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	Three months ended March 31
	2024			2023
	U.S. Dollars in thousands

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income for the period		13			1,707
Changes in operating assets and liabilities:
Prepaid expenses		(33	)		91
Accrued expenses		(149	)		290
Related party payable		10			-
		(172	)		381
Net cash provided by (used in) operating activities		(159	)		2,088

CASH FLOWS FROM FINANCING ACTIVITIES:
Advance payment received in connection with potential business combination, see note 1		400
Repayment of the redemption amount of 2,371,801 Class A ordinary shares		(25,972	)		-
Net cash used in financing activities		(25,572	)		-

INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT		(25,731	)		2,088
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT BEGINNING OF THE PERIOD		46,420			206,833
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD		20,689			208,921

RECONCILIATION OF CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT:
Cash and cash equivalents		-			-
Cash and cash equivalents held in trust account		20,689			208,921
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD		20,689			208,921

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-5

SPREE ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS:

Organization and General

SPREE ACQUISITION CORP. 1 LIMITED (hereafter – the Company) is a blank check company, incorporated on August 6, 2021 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination).

Although the Company is not limited to a particular industry or geographic region for the purpose of consummating a Business Combination, the Company intends to focus its search on mobility-related technology businesses.

The Company is an early stage and an emerging growth company, and as such, the Company is subject to all of its risks associated with early stage and emerging growth companies.

All activity for the period from August 6, 2021 (inception) through March 31, 2024 relates to the Company’s formation and its initial public offering (the “Public Offering”) described below and identifying and evaluating prospective acquisition targets for an Initial Business Combination. The Company generates income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the Private Placement (as defined below in Note 1(b)).

The Company has selected December 31 as its fiscal year end.

Sponsor and Financing

The Company’s sponsor is Spree Operandi, LP, a Cayman Islands exempted limited partnership, which formed a wholly owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership, for purposes of holding securities of the Company (collectively, the parent company and subsidiary, the “Sponsor”).

The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on December 15, 2021. The initial stage of the Company’s Public Offering— the sale of 20,000,000 Units at a price of $10 per Unit or $200 million in the aggregate — closed on December 20, 2021. In addition, the Sponsor purchased in a private placement that closed concurrently with the Public Offering (the “Private Placement”) an aggregate of 945,715 private Units (see also note 3) (the “Private Units”) at a price of $10 per Private Unit, or $9,457,150 in the aggregate. Upon those closings, $204 million was placed in a trust account (the “Trust Account”) (see also note 1(c) below). Out of the $204 million placed in the trust account, $200 million was derived from the gross proceeds of the Public Offering, inclusive of the partial exercise of the over-allotment option by the underwriter, and an additional $4 million was derived from the proceeds invested by the Company’s Sponsor in the Private Placement, for the benefit of the public. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement.

F-6

SPREE ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

The Trust Account

The proceeds held in the Trust Account are invested only in specified U.S.

government treasury bills or in specified money market funds registered under the Investment Company Act and compliant with Rule 2a-7. Unless and until the Company completes the Business Combination, it may pay its expenses only from the net proceeds of the Private Placement held outside of the Trust Account.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination.

The Company, after signing a definitive agreement for an initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5 million following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination.

If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

F-7

SPREE ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

Pursuant to the Company’s memorandum and articles of association, if the Company is unable to complete the initial Business Combination within a 15-month period (such 15-month period extended (a) to 18 months if the Company has filed (i) a Form 8-K including a definitive merger or acquisition agreement or (ii) 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) two instances by an additional nine months each instance for a total of up to 18 months or 21 months, respectively, by depositing into the trust account for each nine month extension an amount equal to $0.10 per unit) or during any shareholder-approved extension period, (hereafter — the Combination Period), following the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) 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 (which interest shall be net of taxes payable, and less up to $100 thousand of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in note 3) held by them if the Company fails to complete the initial Business Combination within 15 months or during any extension period following the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Business Combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein.

F-8

SPREE ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

On February 5, 2024, the Company executed a Letter of Intent (“LOI”) term sheet with a target company (the “Target company”) for a potential business combination. Upon execution of the LOI, The Target company paid to the Company an advance payment of $400,000, which was used for payment of various outstanding obligations to the Company’s service providers. On March 5, 2024, the Target company decided unilaterally to terminate the possible business combination. As of March 31, 2024, the advance payment is included under other payables and accrued expenses.

Initial Extension Amendment / Articles Amendment Proposal

On June 12, 2023, the Company held an initial extension meeting. At the meeting, the Company’s shareholders approved each of the following proposals: (i) a proposal to approve, by way of special resolution, an amendment to the Company’s amended and restated memorandum and articles of association to extend, by nine months— from June 20, 2023 to March 20, 2024 (or such earlier date as may be determined by the board of directors in its sole discretion)— the deadline by which the Company needs to consummate an initial business combination (the “Articles Extension Proposal”); (ii) a proposal to amend the Investment Management Trust Agreement, dated as of December 15, 2021, to which the Company is a party with Continental Stock Transfer & Trust Company, to extend the term of that agreement for a period of nine months that corresponds with the extension period under the Articles Extension Proposal; (iii) a proposal to approve, by way of special resolution, an amendment to the Company’s amended and restated memorandum and articles of association that provided that the restriction that prevented the issuance of additional shares that would vote together with the public shares on a proposal to approve the Company’s initial business combination, will not apply to the issuance of Class A ordinary shares upon conversion of the Class B ordinary shares where the holders of the converted shares waive their rights to proceeds from the trust account.

Concurrently with the initial extension meeting, the Sponsor agreed to loan the Company, for each month during the initial extension period, an amount equal to the lesser of $0.04 per public share that remains outstanding or $100,000. See Note 5b.

In connection with the initial extension meeting, 15,763,212 public shares were redeemed, resulting in 5,182,503 Class A ordinary shares (consisting of 4,236,788 public shares and 945,715 private shares included in the private units issued concurrently with the initial public offering), and 5,000,000 Class B ordinary shares, remaining outstanding. On June 21, 2023, approximately $166.3 million was distributed from the trust account for payments to the redeeming shareholders.

F-9

SPREE ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

Second Extension Amendment / Articles Amendment Proposal

On December 21, 2023, the Company held a second extension meeting. At the meeting, the Company’s shareholders approved each of the following proposals: (i) a proposal to approve, by way of special resolution, an amendment to the Company’s amended and restated memorandum and articles of association to extend, by an additional nine months— from March 20, 2024 to December 20, 2024 (or such earlier date as may be determined by the board of directors in its sole discretion)— the deadline by which the Company needs to consummate an initial business combination (the “Second Articles Extension Proposal”); and (ii) a proposal to amend the Investment Management Trust Agreement, dated as of December 15, 2021, to which the Company is a party with Continental Stock Transfer & Trust Company, to extend the term of that agreement for a period of nine months that corresponds with the extension period under the Second Articles Extension Proposal.

On November 20, 2023, in advance of, and in connection with, the vote of the Company’s shareholders at the second extension meeting, the Company announced that beginning on that date and continuing through the remainder of the initial extension period and throughout the proposed second extension period as well, the Sponsor would no longer loan to the Company, and the Company would no longer deposit into the Trust Account, $100,000 per month, which loans and deposits had been initiated in connection with the initial extension meeting at which the initial nine-month extension period had been approved (see Note 1e above). Instead, the Sponsor would utilize its cash towards optimizing its efforts for a successful business combination for the Company.

In December 2023, concurrently with the second extension meeting, the Company and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties (the “Non-Redeeming Shareholders”). Under the Non-Redemption Agreements, the Non-Redeeming Shareholders agreed not to redeem (or to validly rescind any redemption requests with respect to) the public shares that they hold or acquired prior to the second extension meeting (the “Non-Redeemed Shares”), in connection with the shareholder vote on the Second Articles Extension Proposal. In exchange for that commitment of the Non-Redeeming Shareholders, the Sponsor agreed to transfer founder’s shares held by it to the Non-Redeeming Shareholders. The Sponsor entered into Non-Redemption Agreements with Non-Redeeming Shareholders with respect to an aggregate of 1,825,000 Non-Redeemed Shares. Based on the ratio of 70,000 founders shares for every 200,000 Non-Redeemed Shares, the Non-Redeeming Shareholders are expected to receive 638,750 founders shares from the Sponsor in exchange for their non-redemption commitments concerning those 1,825,000 Non-Redeemed Shares. The transfer of the founders shares to the Non-Redeeming Shareholders is subject to the conditions described in the Non-Redemption Agreements, including the Company’s consummation of an initial business combination. Those shares remain subject to the undertaking of the Sponsor in the letter agreement from Spree’s IPO and are not subject to redemption following the Sponsor Conversion of Founders Shares described in Note 7 a.

In connection with the second extension meeting, 2,371,801 public shares were redeemed, resulting in 2,810,702 Class A ordinary shares (consisting of 1,864,987 public shares and 945,715 private shares included in the private units issued concurrently with the initial public offering), and 5,000,000 Class B ordinary shares, remaining outstanding. On January 2, 2024, approximately $26.0 million was distributed from the trust account for payments to the redeeming shareholders. As it was repaid after the balance sheet date, it was recorded as an amount payable on December 31, 2023.

F-10

SPREE ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

The 638,750 founders shares due to the Non-Redeeming Shareholders have an implied value of $0.12 per share, or an aggregate implied value of $80,288. The $80,288 value was determined based on a market approach methodology with a probability of acquisition assessment, using a stock price at the measurement date of $10.93 and assigning a probability of acquisition of approximately 1%. This $80,288 value consideration was reflected in the shareholders equity section of the 2023 financial statements.

Conversion of Class B ordinary shares.

New York Stock Exchange Delisting

On February 22, 2024, the Company received notice from NYSE that they were not in compliance with the continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual (the “Listing Rule”). The Listing Rule requires a listed special purpose acquisition company (“SPAC”) to maintain an average aggregate global market capitalization attributable to its publicly held shares over a consecutive 30 trading day period of at least $40,000,000. As a result of that noncompliance, NYSE suspended trading in our securities pending the delisting process or any successful appeal by the Company. On March 8, 2024, NYSE delisted each of the Company’s securities. The Company is currently evaluating possible alternatives in light of the delisting. While the Company intends to take whatever means possible to qualify for listing, and to list, once again, the securities on a national securities exchange such as Nasdaq, there can be no assurance that such efforts will be successful.

Substantial Doubt about the Company’s Ability to continue as a Going Concern

As of March 31, 2024, the Company had no cash and an accumulated deficit of $12,315 thousand. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standard Codification 205-40, “Going Concern”, the Company will need to obtain additional funds in order to satisfy its liquidity needs in its search for an Initial Business Combination. Since its inception date and through the issuance date of these financial statements, the Company’s liquidity needs were satisfied through an initial capital injection from the Sponsor, followed by net Private Placement proceeds, as well as several borrowings of funds under promissory notes issued by the Company to the Sponsor (which borrowings were repaid upon the closing of the Company’s Public Offering). Management has determined that it will need to rely and is significantly dependent on amounts to be made available under future promissory notes or other forms of financial support to be provided by the Sponsor (which the Sponsor is not obligated to provide).

F-11

SPREE ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

Moreover, the Company has until December 20, 2024 (which reflects an extension period due to Extension Amendments, as detailed under Note 1e and 1f above) to consummate the initial Business Combination. If a business combination is not consummated by this date (unless extended), there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the need to obtain additional funds in order to satisfy its liquidity needs, as well as the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern.

The Company intends to complete the Initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of December 20, 2024, nor that it will be able to raise sufficient funds to complete an Initial Business Combination.

No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company fail to obtain financial support in its search for an Initial Business Combination, nor if it is required to liquidate after December 20, 2024.

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make a comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used.

F-12

SPREE ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

The financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (hereafter – U.S. GAAP) and the regulations of the Securities Exchange Commission (hereafter – SEC). The significant accounting policies used in the preparation of the financial statement are as follows:

Basis of Presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q.

Certain disclosures included in the financial statements as of December 31, 2023 have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year.

The unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements.

Use of estimates in the preparation of financial statement

The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statement.

Earnings (loss) per share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period. The Company applies the two-class method in calculating net income (loss) per each class of shares: the non-redeemable shares, which include the Private Class A Ordinary Shares, as defined in Note 3a, and the Class B ordinary shares (hereafter and collectively – Non-Redeemable class A and B ordinary shares); and the Class A ordinary shares subject to possible redemption.

In order to determine the net income (loss) attributable to each class, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any interest earned on investments held in the Trust Account or funds deposited into the Trust Account by the Sponsor. Then, the accretion is fully allocated to the Class A ordinary shares subject to redemption.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

F-13

SPREE ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

NOTE 3 - CAPITAL DEFICIENCY:

Ordinary Shares

Class A ordinary shares

The Company is authorized to issue up to 500,000,000 Class A ordinary shares of $0.0001 par value each. As of March 31, 2024, the Company has an aggregate of 20,000,000 Class A ordinary shares issued that were sold as part of the Units in the Public Offering, out of which 1,864,987 remain outstanding following the second extension meeting, see also Note 1e and 1f.

The Units (which also included Warrants) were sold at a price of $10 per Unit, for aggregate consideration of $200 million in the Public Offering. The Sponsor purchased an aggregate of 945,715 private shares as part of the Private Units (which also included private warrants) sold in the Private Placement at a price of $10 per Private Unit, or $9,457,150 in the aggregate.

The Class A ordinary shares issued upon such conversion are not entitled to receive funds from the Company’s trust account through redemptions or otherwise, and remain subject to the existing transfer restrictions on founders shares following such conversion.

Following completion of the conversion and as of March 31, 2024, the number of Company’s Class A ordinary shares that are issued and outstanding is 7,810,701 Class A ordinary shares (constituted by 1,864,987 public shares, 945,715 private shares, and 4,999,999 sponsor-held founders shares that are non-redeemable Class A ordinary shares (i.e., those converted from Class B ordinary shares)).

Class B ordinary shares

The Company is authorized to issue up to 50,000,000 Class B ordinary shares of $0.0001 par value each. On August 23, 2021 the Company issued 5,750,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25,000 to the Sponsor. On November 23, 2021, the Sponsor surrendered to the Company for cancellation and for nil consideration 718,750 Class B ordinary shares of par value $0.0001 each. On January 29, 2022, the underwriter’s over-allotment option to buy up to an aggregate of 125,000 additional Units expired unexercised. As a result, 31,250 of the original 5,031,250 Class B ordinary shares issued to the sponsor, which were subject to forfeiture to the extent the underwriter’s over-allotment option was not fully exercised, were cancelled, leaving the sponsor with 5,000,000 Class B ordinary shares.

Class B ordinary shares are convertible into Class A ordinary shares, on a one-to-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the Business Combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial Business Combination.

On January 3, 2024, the Sponsor voluntarily elected to convert 4,999,999 founders shares from Class B ordinary shares to Class A ordinary shares, on a one-for-one basis, in accordance with Article 17.2 of the Company’s amended and restated memorandum and articles of association, see also ’Class A ordinary shares’ above, leaving the sponsor with one sponsor-held founders share that is a Class B ordinary share.

F-14

SPREE ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

NOTE 3 - CAPITAL DEFICIENCY (continued):

Preference shares

The Company is authorized to issue up to 5,000,000 preference shares of $0.0001 par value each. As of March 31, 2024, the Company has no preference shares issued and outstanding.

NOTE 4 - EARNING (LOSS) PER SHARE:

Basic

As of March 31, 2024, the Company had two classes of ordinary shares, Class A ordinary shares subject to possible redemption and non-redeemable Class A ordinary shares and Class B ordinary shares.

Earnings or losses are shared pro rata (excluding the interest earned on marketable securities held in trust account) between the two classes of ordinary shares, based on the weighted average number of shares issued outstanding for the period ended March 31, 2024. Then, the accretion to redemption value of the Class A ordinary shares subject to possible redemption is fully allocated to the Class A ordinary shares subject to redemption.

The calculation is as follows:

	Three months ended March 31,
	2024			2023
	U.S. dollars in thousands (Except share data)

Net income for the period		13			1,707
Less- interest earned on marketable securities held in trust account		(241	)		(2,095	)
Net loss excluding interest		(228	)		(388	)

Class A ordinary shares subject to possible redemption:
Numerator:
Net loss excluding interest		(54	)		(299	)
Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”)		241			2,095
		187			1,796
Denominator:
Weighted average number of shares		1,864,987			20,000,000

Basic and diluted earnings per Class A ordinary share subject to possible redemption		0.10			0.09

Non-redeemable Class A and Class B ordinary shares:
Numerator:
Net loss excluding interest		(174	)		(89	)
		(174	)		(89	)
Denominator:
Weighted average number of shares		5,945,715			5,945,715

Basic and diluted loss per non-redeemable Class A and Class B ordinary shares		(0.03	)		(0.01	)

F-15

SPREE ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

NOTE 4 - EARNING (LOSS) PER SHARE (continued):

Diluted

The Company had outstanding warrants to purchase up to 10,472,858 class A shares. The weighted average of such shares was excluded from diluted net loss per share calculation since the exercise of the warrants is contingent on the occurrence of future events. As of March 31, 2024, the Company did not have any dilutive securities or any other contracts which could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

NOTE 5 - RELATED PARTY TRANSACTIONS

Administrative services agreement

On August 22, 2021, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the Public Offering and will continue until the earlier of (i) the consummation of the Company’s Business Combination, or (ii) the Company’s liquidation.

Sponsor loan

On June 5, 2023, the Sponsor agreed to loan the Company, for deposit into the Trust Account on the 20th day of each month, for each month during the initial extension period (see Note 1e above), an amount equal to the lesser of $0.04 per public share that remains outstanding (and which was not redeemed in connection with the initial extension meeting), or $100,000. As 4,236,788 public shares remained outstanding following the initial extension meeting (for which an amount of $0.04 per public share would exceed $100,000), as of March 31, 2024, the Sponsor contributed $500,000.

The entire unpaid principal balance shall be payable on the earlier of: (i) the date on which the Company ceases operations, or (ii) the date on which the Company consummates a Business Combination. The Sponsor may elect to convert any unpaid principal amounts outstanding into warrants to purchase Class A ordinary shares, par value $0.0001 of the Company at an exercise price of $11.5 per share.

As described in Note 1f above, after providing five monthly loan installments of $100,000 each, in November 2023, the Sponsor ceased to provide the monthly installments and, consequently, the Company ceased its corresponding monthly deposits into the Trust Account for the remainder of the initial extension period.

NOTE 6 - COMMITMENTS AND CONTINGENCIES:

Underwriter’s Deferred Compensation

Under the Underwriting Agreement, the Company shall pay an additional fee (the “Deferred Underwriting Compensation”) of 4.5% ($9 million) of the gross proceeds of the Public Offering, payable upon the Company’s completion of the Business Combination. The Deferred Underwriting Compensation will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes the Business Combination.

F-16

SPREE ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

NOTE 6 - COMMITMENTS AND CONTINGENCIES (continued):

The Deferred Underwriting Compensation has been recorded as a deferred liability on the balance sheet as of the date of the IPO, since at that date management has deemed the consummation of a Business Combination to be probable.

On December 4, 2023, the Company has engaged Cohen & Company Capital Markets division (“CCM”), to act as its (i) capital markets advisor in connection with seeking an extension for completing a business combination and (ii) placement agent in connection with a private placement of equity, equity-linked, convertible and/or debt securities with respect to any sale transaction or a business combination in particular or other capital or debt raising transaction in connection with this sale transaction. The fee includes (i) an advisor fee in connection with the extension in an amount equal to $2,500,000 and (ii) a transaction fee of an amount equal to 5.0% of the sum of the gross proceeds raised or released from the Trust Account. All fees shall be payable simultaneously and conditioning the closing of a transaction. As of March 31, 2024, no liability has been recorded in relation to this engagement.

F-17

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed financial statements and related notes appearing elsewhere in this Quarterly Report, and our audited financial statements and related notes thereto as of, and for the year ended, December 31, 2023, included in our 2023 Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our initial business combination, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in “Part I, Item 1A. Risk Factors” in our 2023 Annual Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We completed our initial public offering in December 2021, and since that time, we have engaged in discussions with, and due diligence with respect to, potential business combination target companies. In October 2022, we entered into the WHC Business Combination Agreement with WHC, but in August 2023, that agreement was terminated. We intend to effectuate our initial business combination using (i) any remaining cash proceeds from our initial public offering and the private placement of the private units, (ii) cash from a new financing involving the sale of our shares and/or other equity, (iii) cash from one or more debt financings, if necessary, and/or (iv) issuance of shares to the shareholders, members or other equity holders of a target company.

The issuance of additional ordinary shares in any business combination:

●

may significantly dilute the equity interest of investors from our initial public offering;

●

could cause a change of control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any;

●

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

●

may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant indebtedness, that could result in:

●

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

●

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

●

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

●

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is issued and outstanding;

●

our inability to pay dividends on our Class A ordinary shares;

●

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

●

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

●

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

●

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying financial statements, at March 31, 2024 and December 31, 2023, we had $0 and $0, respectively, of cash, and approximately ($3,315,000) and ($3,087,000), respectively, of working capital (excluding cash in the trust account and deferred underwriting commission that may be owed by us). Further, we expect to continue to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete an initial business combination (or, if necessary, a related capital-raise) will be successful.

Recent Developments

Sponsor Conversion of Founders Shares

On January 3, 2024, the sponsor voluntarily elected to convert 4,999,999 founders shares from Class B ordinary shares to Class A ordinary shares, on a one-for-one basis, in accordance with Article 17.2 of our amended and restated memorandum and articles of association.

The Class A ordinary shares issued upon such conversion are not entitled to receive funds from our trust account through redemptions or otherwise, and remain subject to the existing transfer restrictions on founders shares following such conversion.

Following completion of the conversion, the number and classes of shares of our Company that are issued and outstanding consist of:

●

7,810,701 Class A ordinary shares (constituted by 1,864,987 public shares, 945,715 private shares, and 4,999,999 sponsor-held founders shares that are Class A ordinary shares (i.e., those converted from Class B ordinary shares)); and

●

one sponsor-held founders share that is a Class B ordinary share.

New York Stock Exchange Delisting

On February 22, 2024, we received notice from NYSE that we were not in compliance with the continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual (the “Listing Rule”). The Listing Rule requires a listed special purpose acquisition company (“SPAC”) to maintain an average aggregate global market capitalization attributable to its publicly held shares over a consecutive 30 trading day period of at least $40,000,000.

As a result of that noncompliance, NYSE suspended trading in our securities pending the delisting process or any successful appeal by our company. On March 8, 2024, NYSE delisted each of our securities. That delisting could adversely affect the liquidity and value of our securities.

We are currently evaluating possible alternatives in light of the delisting. While we intend to take whatever means possible to qualify for listing, and to list, once again, our securities on a national securities exchange such as Nasdaq, there can be no guarantee that such efforts will be successful.

Terminated Letter of Intent for Business Combination

On February 5, 2024, we executed a non-binding (other than with respect to certain provisions) letter of intent with a target company for a potential business combination. Upon execution of the letter of intent, the target company advanced to us $400,000, which we used for payment of various outstanding obligations to our service providers. On March 5, 2024, pursuant to its rights under the letter of intent, the target company unilaterally terminated the letter of intent for the potential business combination. As of March 31, 2024, the $400,000 amount advanced by the target company to us is recorded under other payables and accrued expenses on our balance sheet.

Results of Operations and Known Trends or Future Events

We have not engaged in any revenue-generating operations to date. Our only activities since inception have been organizational activities and preparations for our initial public offering, and, subsequent to our initial public offering, searching for, and due diligence related to, potential target companies with which to consummate a business combination transaction. In particular, we have engaged in activities related to the WHC Business Combination Agreement and certain related agreements (which transaction was terminated in August 2023), and the potential business combination transaction for which we were party to a letter of intent in February 2024 (which letter of intent was subsequently terminated unilaterally by the target company in March 2024). Since March 2024, we have continued to search for, and have conducted due diligence related to, additional alternative initial business combination transactions, and accompanying financing arrangements. We have not and we will not generate any operating revenues until after completion of our initial business combination. We generate income in the form of interest income on funds held in our trust account after our initial public offering. There has not been a significant change in our financial or trading position, and no material adverse change has occurred, since the March 31, 2024 date of our financial statements contained in this Quarterly Report. After our initial public offering, which was consummated in December 2021, we have been incurring increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses related to our search for a target company (including in respect of the now-terminated WHC Business Combination, the alternative business combination for which we were party to the now-terminated February 2024 letter of intent, and other potential alternative initial business combination transactions).

Liquidity and Capital Resources

We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Our management expects that the proceeds of our initial public offering, together with proceeds from additional loans from our sponsor, if necessary (as described below), will suffice to cover our working capital needs until an initial business combination. We cannot assure you that our plans to consummate, or to finance our preparations for, an initial business combination will be successful.

Prior to the completion of our initial public offering, our liquidity needs were satisfied from the availability of up to $300,000 in loans from our sponsor under an unsecured promissory note under which we had initially borrowed $199,598 prior to the consummation of our initial public offering. The total balance owed under the note was repaid in full upon the consummation of our initial public offering, and as of September 30, 2023, no amounts remained outstanding under that note.

Subsequent to our initial public offering, our working capital needs were initially satisfied primarily by the approximately $1,100,000 available to us outside of our trust account (from the private placement of private units consummated simultaneously with our initial public offering).

The net proceeds from (i) the sale of the units in our initial public offering, after deducting offering expenses of approximately $600,000, directors and officers liability insurance premiums of approximately $750,000 and underwriting commissions of $4,000,000 (but excluding a deferred underwriting fee of $9,000,000 that will be payable to the representative of the underwriters as a deferred underwriting fee at the time of (and subject to the consummation of) our initial business combination transaction), and after adding back $1,000,000 paid to us by the underwriter to reimburse certain of our expenses, and (ii) the sale of the private units for a purchase price of $9,457,150 in the aggregate, was $205,100,000. Of that amount, $204,000,000 (including $9,000,000 in potential deferred underwriting fees to be payable to the representative of the underwriters at the time of our initial business combination transaction) was deposited into a non-interest-bearing trust account. The funds in the trust account are invested only in specified U.S. government treasury bills or in specified money market funds. As of March 31, 2024, we had approximately $20,689,000 of marketable securities held in that trust account. We may withdraw interest from the trust to pay taxes, if any. Our annual income tax obligations depend on the amount of interest and other income earned on the amounts held in the trust account. The remaining amount of approximately $1,100,000 from our initial public offering and private units financing was not transferred to the trust account and was deposited in our bank account. As of March 31, 2024, we had no remaining cash deposited in that bank account. As of March 31, 2024, we had an accumulated deficit of approximately $12,315,000.

We intend to use substantially all of the investments held in the trust account (after reduction for payments to redeeming shareholders) including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable, if any, and excluding potential fees to be payable to the underwriters for advisory services in connection with our prospective initial business combination transaction), to fund our post-business combination company. We may withdraw from the trust interest to pay taxes, if any. Our annual income tax obligations depend on the amount of interest and other income earned on the amounts held in the trust account. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initial business combination, or if we are acquired as part of our initial business combination, the remaining proceeds held in the trust account (less any amounts paid out to redeeming shareholders), plus any amounts raised in a PIPE or other equity financing (if any) and any cash held by a target company will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Since our initial public offering, we have used the proceeds held outside of the trust account (of which no cash remained as of March 31, 2024) primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure and negotiate a business combination, pay for administrative and support services, and pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes. We have used funds held outside of the trust toward the performance of all of activities with respect to WHC in connection with the now-terminated WHC Business Combination Agreement, the business combination for which we were party to the now-terminated February 2024 letter of intent, and, subsequently, potential alternative initial business combination transactions.

In order to enable our company to continue to exist and not liquidate during the initial extension period, beginning after the initial extension meeting in June 2023, we agreed to fund monthly $100,000 extension period payments to the trust account on the 20^th day of each calendar month. We made those payments for a total of five months (from June 2023 through October 2023) before ceasing those payments in November 2023 in connection with our preparation for the second extension meeting. For those initial extension period payments, we relied upon loans from our sponsor, which were represented by a promissory note, dated June 12, 2023, in an amount of up to $900,000, that we issued to the sponsor. The amount of that note represented the maximum aggregate amount of monthly extension period payments that we could have borrowed from the sponsor during the initial nine-month extension period. In the end, we borrowed only $500,000 for five monthly trust contributions prior to ceasing those contributions. As of December 31, 2023 and March 31, 2024, there was approximately $677,000 and $687,000 outstanding under sponsor loans (including the $500,000 due under the foregoing promissory note that was used for monthly extension period payments to the trust account).

In order to fund working capital deficiencies or finance transaction costs in connection with our initial business combination, our sponsor may, but is not obligated to, loan us additional funds as may be required. In the event that our initial business combination does not close, we may use a portion of the working capital (if any) held outside of the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. If our initial business combination does not close and we do not have any funds outside of our trust account, such loans would be forfeited, eliminated or otherwise forgiven. If we complete our initial business combination, we would repay the loaned amounts from the proceeds of the trust account that are released. In lieu of cash repayment, upon the closing of our initial business combination, up to $1,500,000 of such sponsor loans may instead be converted into warrants at a price of $1.50 per warrant at the option of the lender. Each such warrant would have an exercise price of $11.50 per underlying Class A ordinary share and would otherwise be identical to the private warrants (that are part of the private units) issued to our sponsor. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor, as we do not believe third parties are willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

We believe that we may need to continue to request additional loans from our sponsor in order to satisfy our liquidity needs in our pursuit of an initial business combination, given the timing that we anticipate for the consummation of a business combination transaction. The costs of consummating a business combination may be greater than what we currently estimate would be needed to do so. Consequently, if our sponsor does not continue to provide us with additional funding, we will have insufficient funds available to operate our business prior to our initial business combination. If we are unable to complete an initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

Even if we succeed at completing an initial business combination, we may need to obtain additional financing (either by issuing additional securities or incurring debt) to operate the combined company resulting from the business combination, in part because we may become obligated to redeem a significant number of our remaining public shares in connection with the completion such a business combination and will need additional funds in order to finance the combined company’s operations. Therefore, we may need to issue additional securities in a PIPE or other equity financing, or incur debt. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of the business combination. We cannot assure you that our plans for that financing will be successful.

If we are unable to complete an initial business combination, our required liquidation date (December 20, 2024, as approved at the second extension meeting) would be less than 12 months after the date of this Quarterly Report (subject to any further extension of the mandatory liquidation date of our company that we may obtain). That factor, together with our reliance on sponsor loans, among other factors, raise substantial doubt about our ability to continue as a going concern. Please see the explanatory paragraph under the heading “Substantial Doubt about the Company’s Ability to Continue as a Going Concern” in the opinion of our independent auditor on our audited financial statements, which appears in Item 15 of our 2023 Annual Report.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of March 31, 2024, we did not have any off-balance sheet arrangements as described in Item 303 of the SEC’s Regulation S-K and did not have any commitments for capital expenditures or contractual obligations. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the sponsor a monthly fee of $10,000 for office space, and administrative and support services, that it provides to our company. We will continue to incur those monthly fees until the earlier of the completion of a business combination and our company’s liquidation. Because we lack working capital currently to make payments under that agreement, we are accruing monthly amounts owed to the sponsor under the agreement, and will satisfy all such obligations upon the completion of our initial business combination.

Deferred Underwriting Fee Obligation

As a result of an agreement that we entered into as part of our IPO, we are obligated to pay Stifel, Nicolaus & Company, Incorporated, the representative of the underwriters in our IPO, a deferred underwriting fee of $9,000,000, which represents 4.5% of the gross proceeds of our IPO, which is payable upon, and subject to, the consummation of our initial business combination transaction. While we may seek to have that fee reduced or eliminated in connection with our negotiation of, or entry into, an agreement for an initial business combination, there can be no guarantee that we will succeed at doing so.

Obligations Under Financial Services Agreement Related to Second Extension and Business Combination

In connection with the second extension meeting that we held in December 2023 at which the second extension was approved by our shareholders, we entered into a financial services agreement with J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“Cohen & Company”). Under that agreement, Cohen & Company agreed to serve as (i) our capital markets advisor in connection with seeking the second extension for completing a business combination and (ii) our placement agent for a private placement of equity, equity-linked, convertible and/or debt securities in connection with any de-SPAC transaction or other business combination with an unaffiliated third party target company (any such fund raising activity, a “financing transaction”).

Among the other services that it has or will provide for us under the agreement, Cohen & Company facilitated our entry into non-redemption agreements with investors that purchased public shares prior to the December 2023 second extension meeting, thereby preserving money in the trust account despite the opportunity afforded to holders of our public shares to redeem those shares in connection with the second extension.

As compensation for the financial services provided to us under the agreement, we have agreed to pay Cohen & Company the following fees:

(i)

an advisor fee of $2,500,000 in connection with the second extension, to be paid simultaneously with (and subject to) the closing of our business combination; and

(ii)

a transaction fee in connection with a financing transaction, to be paid at the closing of the financing transaction, in an amount that will be equal to 5.0% of the sum of:

the gross proceeds raised in the financing transaction from investors and received by our company or the target company for our business combination, plus

the proceeds released from the trust account with respect to any shareholder of our company that (x) entered into a non-redemption or other similar agreement or (y) did not redeem public shares, in each case to the extent such shareholder was identified to us by Cohen & Company.

We have also agreed to reimburse Cohen & Company and its affiliates for any reasonable and documented out-of-pocket expenses, plus any sales, use or similar taxes (including additions to such taxes, if any) on any such expenses. We have furthermore agreed to customary indemnification and/or contribution to Cohen & Company for any liability arising out of any actual or proposed business combination or financing transaction or our engagement of Cohen & Company. Such obligation of ours is subject to customary exclusions.

Critical Accounting Estimates

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The net proceeds from our initial public offering and the sale of the private units held in the trust account are invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our chief executive officer and chief financial officer, whom we refer to as our “Certifying Officers”, the effectiveness of our disclosure controls and procedures as of March 31, 2024, pursuant to Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of March 31, 2024 our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Factors that could cause our actual results to differ materially from our expectations, as described in this Quarterly Report, include the risk factors described in Part I, Item 1A, of our 2023 Annual Report. As of the date of this Quarterly Report, there have been no material changes to those risk factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On December 15, 2021, the Registration Statement on Form S-1 (File No. 333-261367) relating to our IPO was declared effective by the SEC. For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources” of this Form 10-Q. The use of net proceeds from our IPO described herein does not reflect a material change in the expected use of such proceeds as described in our final prospectus for the IPO.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report:

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

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

	Spree Acquisition Corp. 1 Limited

Date: July 18, 2024	/s/ Eran (Rani) Plaut
	Name:	Eran (Rani) Plaut
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: July 18, 2024	/s/ Shay Kronfeld
	Name:	Shay Kronfeld
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Spree Acquisition Corp. 1 Ltd 10-Q