Spree SPAC Seeks 1-Year Extension, Faces Liquidation Without Shareholder Nod

TL;DR

**Spree is on life support; vote FOR the extension or take your $10.46 and run, because without it, this SPAC is dead.**

AI Summary

Spree Acquisition Corp. 1 Ltd (Spree) is seeking shareholder approval to extend its business combination deadline from December 20, 2025, to December 20, 2026, through amendments to its Amended and Restated Memorandum and Articles of Association and its Investment Management Trust Agreement. This extension is crucial as the company faces liquidation if a business combination is not consummated by the current deadline. The Board of Directors unanimously recommends voting 'FOR' the extension proposals. Notably, Spree's sponsor, Spree Operandi, LP, will not contribute additional funds to the Trust Account for this 12-month extension, instead focusing cash on optimizing business combination efforts. Public shareholders have the option to redeem their Class A ordinary shares for approximately $10.46 per share, a significant consideration given the shares were delisted from the NYSE on March 8, 2024, and currently lack an open market for sale. The company initially raised $200,000,000 from its IPO and an additional $9,457,150 from private unit sales, with $204,000,000 placed in the Trust Account. Previous redemptions at the Initial Extension Meeting on June 12, 2023, saw 15,763,212 public shares redeemed.

Why It Matters

This DEF 14A filing is critical for Spree Acquisition Corp. 1 Ltd's survival, as failure to approve the extension proposals by December 19, 2025, will force the SPAC to liquidate, returning capital to shareholders. For investors, the redemption option at approximately $10.46 per share offers a potential exit above the current non-existent market price, given the shares were delisted from the NYSE on March 8, 2024. The competitive SPAC landscape means Spree needs more time to find a suitable target, and this extension provides that runway, albeit without additional sponsor contributions to the trust. Employees and potential target companies are directly impacted by the uncertainty surrounding the SPAC's future, as a liquidation would halt any ongoing business combination efforts.

Risk Assessment

Risk Level: high — The risk level is high because Spree Acquisition Corp. 1 Ltd explicitly states it will be 'forced to liquidate' if shareholders do not approve the Articles Extension Proposal and Trust Extension Proposal by December 19, 2025. Furthermore, the company's ordinary shares were delisted from the New York Stock Exchange on March 8, 2024, meaning there is no open market for shareholders to sell their shares, making the redemption option at approximately $10.46 per share the only current liquidity path.

Analyst Insight

Investors should carefully consider the redemption offer of approximately $10.46 per share, especially given the lack of an open market for Spree's delisted shares. If you believe in the Board's ability to find a suitable business combination within the extended timeframe, vote 'FOR' the extension proposals; otherwise, exercising redemption rights by December 17, 2025, offers a guaranteed cash return.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$204,000,000

revenue Growth

N/A

Key Numbers

• $10.46 — Estimated per-share pro rata portion of Trust Account (Redemption price for public shareholders)
• December 20, 2025 — Current Termination Date (Original deadline for business combination)
• December 20, 2026 — Articles Extension Date (Proposed new deadline for business combination)
• December 19, 2025 — Date of Extraordinary General Meeting (Shareholders will vote on extension proposals)
• December 17, 2025 — Redemption deadline (Last day to tender shares for redemption)
• March 8, 2024 — Delisting date from NYSE (Date Spree's ordinary shares were delisted)
• 20,000,000 — Public units sold in IPO (Generated $200,000,000 gross proceeds)
• 945,715 — Private units sold to Sponsor (Generated $9,457,150 gross proceeds)
• $204,000,000 — Total proceeds in Trust Account (From IPO and private unit sales)
• 15,763,212 — Public shares redeemed (At the Initial Extension Meeting on June 12, 2023)

Key Players & Entities

• Spree Acquisition Corp. 1 Limited (company) — Registrant and blank check company
• Steven Greenfield (person) — Chairman of the Board and Director
• Spree Operandi, LP (company) — Spree's sponsor
• Continental Stock Transfer & Trust Company (company) — Trustee and transfer agent
• Greenberg Traurig, LLP (company) — Location for the extraordinary general meeting
• J.P. Morgan Chase Bank, N.A. (company) — Bank holding the Trust Account
• New York Stock Exchange (regulator) — Exchange from which Spree's shares were delisted
• Securities and Exchange Commission (regulator) — Regulatory body for the filing

FAQ

Risk Factors

• Liquidation Risk Without Business Combination [high — financial]: The company faces liquidation if a business combination is not consummated by the current deadline of December 20, 2025. This necessitates shareholder approval for an extension to December 20, 2026, to avoid dissolution and loss of invested capital.
• Sponsor Funding Limitations [medium — financial]: Spree's sponsor, Spree Operandi, LP, will not contribute additional funds to the Trust Account for the proposed 12-month extension. Instead, the sponsor will focus cash on optimizing business combination efforts, meaning the trust account will rely on existing funds and potential redemptions.
• Lack of Public Trading Market [high — market]: Spree's Class A ordinary shares were delisted from the NYSE on March 8, 2024. This absence of an open market for sale significantly impacts the liquidity for public shareholders who may wish to exit their investment before a business combination or liquidation.
• Shareholder Redemption Decisions [medium — financial]: Public shareholders have the option to redeem their shares for approximately $10.46 per share. This redemption price is a critical factor for shareholders, especially given the delisting and the uncertainty surrounding the business combination timeline.

Industry Context

Spree Acquisition Corp. 1 Ltd operates within the Special Purpose Acquisition Company (SPAC) sector. This sector has seen significant evolution, with increased regulatory scrutiny and a shift towards more disciplined deal-making. SPACs face pressure to identify and complete viable business combinations within their mandated timelines, often competing with traditional IPOs and direct listings for target companies.

Regulatory Implications

The proposed extension of the business combination deadline by one year is subject to shareholder approval and requires amendments to the company's governing documents. SPACs are under increasing regulatory oversight, particularly concerning disclosures, shareholder rights, and the structure of business combinations. Failure to comply with these regulations or secure shareholder support for extensions can lead to liquidation.

What Investors Should Do

1. Review the proxy statement carefully, especially the details of Proposal No. 1 and Proposal No. 2.
2. Consider the redemption option before the deadline of December 17, 2025.
3. Vote on the extension proposals.

Key Dates

• 2025-12-20: Current Termination Date — This is the deadline for Spree to complete a business combination. Failure to do so by this date will result in liquidation.
• 2026-12-20: Proposed Articles Extension Date — This is the new proposed deadline for Spree to complete a business combination if shareholders approve the extension proposals.
• 2025-12-19: Extraordinary General Meeting — Shareholders will vote on the proposals to extend the business combination deadline.
• 2025-12-17: Redemption Deadline — This is the last day for shareholders to submit their shares for redemption if they choose to do so.
• 2024-03-08: Delisting from NYSE — The company's ordinary shares are no longer traded on the NYSE, impacting liquidity and market visibility.
• 2023-06-12: Initial Extension Meeting — A significant number of public shares (15,763,212) were redeemed during this previous extension meeting.

Glossary

Blank Check Company

A company formed to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company, often referred to as a 'target company'. (Spree Acquisition Corp. 1 Ltd is a blank check company seeking a business combination.)

Business Combination

The merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination that a special purpose acquisition company (SPAC) aims to complete. (Spree's primary objective is to complete a business combination before its termination date.)

Trust Account

An account established by a SPAC to hold the proceeds from its IPO, which are typically invested in U.S. Treasury securities or money market funds. These funds are used for the business combination or returned to shareholders upon redemption or liquidation. (The Trust Account holds $204,000,000 and is central to shareholder redemption values and the company's ability to fund a business combination.)

Redemption Rights

The right of public shareholders of a SPAC to have their shares redeemed for a pro rata portion of the funds held in the Trust Account, typically in connection with a business combination or the company's liquidation. (Public shareholders can exercise redemption rights, receiving approximately $10.46 per share, which is a key consideration for the extension proposals.)

Sponsor

The entity or individuals who organize and fund a SPAC, typically purchasing founder shares and warrants at a nominal price and often providing working capital or backstop commitments. (Spree Operandi, LP is the sponsor and has decided not to contribute additional funds for this extension.)

Units

A security offered by SPACs in their IPO, typically consisting of one ordinary share and a fraction of a warrant. (Spree's IPO involved selling 20,000,000 public units and 945,715 private units.)

Year-Over-Year Comparison

This DEF 14A filing focuses on seeking shareholder approval for an extension of the business combination deadline from December 20, 2025, to December 20, 2026. Unlike filings that might detail progress on a business combination or financial performance of an operating company, this document highlights the company's current status as a SPAC nearing its termination date. Key metrics from previous filings would likely show the initial IPO proceeds of $200,000,000 plus private placements, and the significant redemption of 15,763,212 shares at the June 12, 2023, Initial Extension Meeting, indicating a substantial reduction in the public float and trust account balance from its inception.

Key Financial Figures

• $10.46 — the Trust Account will be approximately $10.46 at the time of the Meeting. The Company
• $0.0001 — f one Class A ordinary share, par value $0.0001 (“ Class A ordinary share ”
• $11.50 — ordinary share at an exercise price of $11.50. The public units were sold at a price
• $10.00 — he public units were sold at a price of $10.00 per unit, generating gross proceeds to
• $200,000,000 — nit, generating gross proceeds to us of $200,000,000. Substantially concurrent with the clo
• $10 — The purchase price per private unit was $10.00, generating aggregate gross proceeds
• $9,457,150 — ating aggregate gross proceeds to us of $9,457,150. The warrants contained in the private
• $204,000,000 — hts. Following the closings, a total of $204,000,000 from the proceeds of the IPO and the sa
• $25,000 — res ”) for total consideration of $25,000. Following certain forfeitures of found
• $44.8 million — e in the Trust Account to approximately $44.8 million. Those redemptions resulted in 10,182,5
• $26.0 million — ding. On January 2, 2024, approximately $26.0 million was distributed from the Trust Account
• $20.4 million — ing that distribution was approximately $20.4 million. On January 3, 2024, the Sponsor conver

Filing Documents

• ea0269185-def14a_spreeacq1.htm (DEF 14A) — 389KB
• image_001.jpg (GRAPHIC) — 9KB
• 0001213900-25-120964.txt ( ) — 403KB

RISK FACTORS

RISK FACTORS 14 BACKGROUND 20 THE MEETING 21 PROPOSAL NO. 1 - THE ARTICLES EXTENSION PROPOSAL 29 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR SHAREHOLDERS EXERCISING REDEMPTION RIGHTS 32 PROPOSAL NO. 2: THE TRUST EXTENSION PROPOSAL 38 PROPOSAL NO. 3: THE ADJOURNMENT PROPOSAL 40

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 41 WHERE YOU CAN FIND MORE INFORMATION 43 ANNEX A -PROPOSED AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION A-1 ANNEX B -PROPOSED AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT B-1 PROXY CARD i Spree Acquisition Corp. 1 Limited PROXY STATEMENT FOR AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY To be held at 11:00 a.m. Eastern Time on December 19, 2025 The information provided in the Questions and Answers below are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement. QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING Why am I receiving this proxy statement? This proxy statement of Spree Acquisition Corp. 1 Limited (the “ Company, ” “ Spree ,” “ we ” or “ us ”) and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our board of directors (the “ Board ”) for use at an extraordinary general meeting of the Company (the “ Meeting ”), or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Meeting. We are a blank check company incorporated on August 6, 2021 as a Cayman Islands exempted company. We were incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (our “ initial business combination ”). Our sponsor is Spree Operandi, LP, a Cayman Islands exempted limited partnership (we refer herein to the sponsor, together with its wholly-owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership, collectively as

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View this DEF 14A filing on SEC EDGAR