Spree Acquisition Corp. 1 Ltd. Files 8-K with Key Corporate Updates

TL;DR

Spree Acquisition Corp. 1 Ltd. filed an 8-K detailing material agreements, board changes, and amendments. Stay tuned.

AI Summary

Spree Acquisition Corp. 1 Ltd. filed an 8-K on December 19, 2025, reporting several key events. These include entering into a material definitive agreement, changes in directors and officers, amendments to its articles of incorporation, submission of matters to a vote, and the filing of financial statements and exhibits. The company is incorporated in the Cayman Islands and its fiscal year ends on December 31.

Why It Matters

This 8-K filing signals significant corporate actions and potential strategic shifts for Spree Acquisition Corp. 1 Ltd., which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions, including material definitive agreements and changes in governance, which can introduce uncertainty and potential risks.

Key Players & Entities

• Spree Acquisition Corp. 1 Ltd (company) — Registrant
• Cayman Islands (jurisdiction) — State of incorporation
• December 19, 2025 (date) — Date of earliest event reported
• December 31 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.0001 — dinary shares of the Company, par value $0.0001 per share (" Ordinary Shares "), consis

Filing Documents

• ea0270452-8k_spree1.htm (8-K) — 35KB
• ea027045201ex3-1_spree1.htm (EX-3.1) — 6KB
• ea027045201ex10-1_spree1.htm (EX-10.1) — 23KB
• ex10-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-25-124094.txt ( ) — 238KB
• sacqf-20251219.xsd (EX-101.SCH) — 3KB
• sacqf-20251219_lab.xml (EX-101.LAB) — 33KB
• sacqf-20251219_pre.xml (EX-101.PRE) — 22KB
• ea0270452-8k_spree1_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Trust Agreement Amendment On December 19, 2025, upon approval by the shareholders of Spree Acquisition Corp. 1 Limited (" Spree " or the " Company ") of the Trust Extension Proposal (as defined and described in Item 5.07 below), the Company entered into an amendment (the " Trust Agreement Amendment ") to the Investment Management Trust Agreement, dated December 15, 2021, as previously amended on June 12, 2023, December 21, 2023 and December 17, 2024 (the " Trust Agreement "), by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to extend the date by which the Company must consummate its initial business combination from December 20, 2025 to December 20, 2026, or such earlier date as may be determined by the Company's board of directors. The foregoing description is qualified in its entirety by reference to the Trust Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director and Officer Resignations Effective December 9, 2025, each of Joachim Drees, David Riemenschneider and Philipp von Hagen resigned as a director of the Company. Effective December 8, 2025, Nir Sasson resigned as Chief Operating Officer of the Company. Effective December 11, 2025, Eran Plaut resigned as a director and Chief Executive Officer of the Company. None of the resignations was the result of any dispute or disagreement with the Company or the board of directors on any matter relating to the Company's operations, policies or practices. Steven Greenfield is the Company's sole director. Officer Appointment Effective December 12, 2025, Shay Kronfeld, the Company's Chief Financial Officer, was appointed Chief Executive Officer of the Company. Biographic information regarding Mr. Kronfeld is included under Item 10 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, under the heading "Directors and Executive Officers," and such information is incorporated herein by reference. There are no arrangements or understandings between Mr. Kronfeld and other persons pursuant to which he was selected as Chief Executive Officer. Mr. Kronfeld does not have a family relationship with any director or executive officer of the Company. Mr. Kronfeld has not engaged in any transaction with the Company that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Extension Amendment to Amended and Restated Articles On December 19, 2025, the Company's shareholders approved an amendment (the " Extension Amendment ") to the Company's Amended and Restated Memorandum and Articles of Association (the " Amended and Restated Articles "), which became effective upon approval and will be filed with the Registrar of Companies in the Cayman Islands. The Extension Amendment extends the date by which the Company must consummate its initial business combination from December 20, 2025 to December 20, 2026, or such earlier date as may be determined by the Company's board of directors. The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which serves as Exhibit 3.1 hereto, and which is incorporated herein by reference. 1

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. Extraordinary General Meeting On December 19, 2025, the Company held an extraordinary general meeting of the Company (the " Meeting "). At the Meeting, the Company's shareholders approved each of the following proposals: (i) A proposal to approve, by way of special resolution, the Extension Amendment to Spree's Amended and Restated Articles to extend the date by which Spree has to consummate a business combination from December 20, 2025 to December 20, 2026 or such earlier date as may be determined by the Company's board of directors in its sole discretion (the " Articles Extension Proposal "). (ii) A proposal to approve the Trust Agreement Amendment, which amended the Trust Agreement, by and between the Company and Continental Stock Transfer & Trust Company to extend the date by which the Company would be required to consummate a business combination from December 20, 2025 to December 20, 2026, or such earlier date as may be determined by the Board in its sole discretion (the " Trust Extension Proposal "); The affirmative vote of at least two-thirds (2/3) of the ordinary shares of the Company, par value $0.0001 per share (" Ordinary Shares "), consisting of Class A ordinary shares and one Class B ordinary share, voting as a single class, voted at the Meeting was required to approve the Articles Extension Proposal and the affirmative vote of at least 65% of the outstanding Ordinary Shares entitled to vote thereon was required to approve the Trust Extension Proposal. Each such requisite majority was achieved. In connection with the vote on the Articles Extension Proposal, five publicly held Class A ordinary shares were redeemed, resulting in 5,969,187 Class A ordinary shares (consisting of 23,473 publicly held Class A ordinary shares, 945,715 Class A ordinary shares included in the private units sold to the Company's sponsor concurrently with the Company's initial public offering, and 4,999,999

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amendments to Articles 49.7 and 49.8 of the Amended and Restated Memorandum and Articles of Association of the Company 10.1 Amendment to Investment Management Trust Agreement, dated as of December 19, 2025 104 Cover Page Interactive Date File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPREE ACQUISITION CORP. 1 LIMITED By: /s/ Shay Kronfeld Name: Shay Kronfeld Title: Chief Executive Officer Date: December 22, 2025 3

View Full Filing

View this 8-K filing on SEC EDGAR