| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS:
a. 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 September 30, 2023 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.
b. 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.
c. 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.
d. 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.” 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. In October 2022, the Company entered
into a business combination agreement with WHC Worldwide, LLC, a Missouri limited liability company doing business as zTrip. This proposed
Business Combination was unanimously approved by the board of directors of Spree and also approved by the sole managing member, and the
requisite holders of the issued and outstanding units, of WHC LLC. On August 23, 2023, the Company and
WHC entered into a Termination of Business Combination Agreement (the “Termination Agreement”) pursuant to which the WHC Business
Combination Agreement was terminated, effective as of August 23, 2023. As a result of the mutual termination
of the WHC Business Combination Agreement, that agreement became of no further force and effect, except as set forth in the Termination
Agreement. The mutual termination of the Business Combination Agreement also terminated and made void the transaction agreements that
were entered into in connection with the WHC Business Combination Agreement which resulted in a reversal of previously accrued expenses
of 450 thousands dollar recorded in operating expenses.
e. 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. Subsequent to September 30, 2023, the
Company held a second extension meeting. At the meeting, the Company’s shareholders approved to extend the date by which the Company needs
to consummate an initial business combination, by an additional nine months— from March 20, 2024 to December 20, 2024, see Note
7 - Subsequent Event.
f. Substantial Doubt about the Company’s Ability to continue
as a Going Concern As of September 30, 2023, the Company
had no cash and an accumulated deficit of $11,756 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). Moreover, the Company has until December 20,
2024 (which reflects an extension period due to Extension Amendments, as detailed under Note 1e. above and Note 7 – Subsequent Events
below) 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 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 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.
g. 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. |
