UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2023

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

For the transition period from _______________ to _______________

Commission File Number 001-41172

Spree Acquisition Corp. 1 Limited

(Exact name of registrant as specified in its charter)

1922 Wildwood Place NE
Atlanta, GA 30324

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +972-50-731-0810 

Not Applicable

(Former name or former address, if changed since last report)

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

Securities registered pursuant to Section 12(g) of the Act:

Class A ordinary shares, par value $0.0001 per share

(Title of class)

Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50

(Title of class)

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of a redeemable warrant

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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, 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.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on June 30, 2023 (the last business day of the Registrant’s fiscal second quarter), based on the closing price of $10.62 for the Registrant’s Class A ordinary shares, as reported by the New York Stock Exchange on that date, was approximately $44,944,689.

As of June 27, 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.

Documents Incorporated by Reference: None.

Spree Acquisition Corp. 1 Limited

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to:

Cautionary Note Regarding Forward-Looking Statements

Some statements contained in this Annual 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 Annual Report may include, for example, statements about:

The forward-looking statements contained in this Annual 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. These risks and uncertainties include, but are not limited to, those factors described in “Item 1A. Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Summary of Risk Factors

An investment in our securities involves a high degree of risk. We have provided the following summary of the material risks involved:

Risks Related to our Search for, and Consummation of or Inability to Consummate, a Business Combination

Risks Relating to the Post-Business Combination Company

Risks Relating to our Management Team and Sponsor

Risks Relating to our Securities

PART I

Item 1. Business.

General

We are a blank check company formed 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 with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. 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. From our entry into the WHC Business Combination Agreement in October 2022 until the termination of that agreement in August 2023 (as described below), we focused exclusively on the then-prospective WHC Business Combination and related matters. After that period of time, we have once again been pursuing other potential business combination target companies.

Recent Developments

Developments Prior to December 31, 2023 Balance Sheet Date

Initial Extension Meeting for Initial Extension of Deadline to Consummate Initial Business Combination

On June 12, 2023, we held an initial extension meeting. At the meeting, our shareholders approved each of the following proposals: (i) a proposal to approve, by way of special resolution, an amendment to our 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 our board of directors in its sole discretion)— the deadline by which we need 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 we are 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 our 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 our 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; and (iv) a proposal to approve, by way of ordinary resolution of the holders of the Class B ordinary shares, the re-appointment of each of Eran (Rani) Plaut, Joachim Drees, Steven Greenfield, David Riemenschneider, and Philipp von Hagen as directors serving on our board of directors until the second succeeding annual general meeting of our company and until their successors are elected and qualified. Each such proposal was described in more detail in the definitive proxy statement related to the initial extension meeting, as supplemented by two proxy supplements, as filed with the SEC on May 15, 2023, May 22, 2023 and June 5, 2023, respectively.

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 our initial public offering), as well as 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. The balance of the trust account following that distribution was approximately $44.9 million.

Trust Extension Trust Contributions

On June 5, 2023, our sponsor agreed to loan us, for deposit into our trust account on the 20^th day of each month, for each month during the initial extension period (including June 20, 2023 and up to but excluding June 20, 2024), 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. Because 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), we began contributing $100,000 per month during the initial extension period. For a further discussion of our initial extension period payments, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources” below in this Annual Report.

Termination of WHC Business Combination Agreement

On August 23, 2023, Spree 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. 

Second Extension Meeting for Second Extension of Deadline to Consummate Initial Business Combination

On December 21, 2023, we held a second extension meeting. At the meeting, our shareholders approved each of the following proposals: (i) a proposal to approve, by way of special resolution, an amendment to our 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 our board of directors in its sole discretion)— the deadline by which we need 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 we are 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. Each such proposal was described in more detail in the definitive proxy statement related to the second extension meeting, as filed with the SEC on December 11, 2023.

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 our initial public offering), as well as 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. The balance of the trust account following that distribution was approximately $20.4 million.

Termination of Trust Extension Trust Contributions

In advance of, and in connection with, the vote of our shareholders at the second extension meeting, our sponsor announced that beginning on November 20, 2023 and continuing throughout the second extension period, it would no longer make the $100,000 monthly contributions to the trust account, which had been initiated in connection with the initial extension period. Instead, the sponsor would utilize its cash towards optimizing its efforts for a successful business combination for Spree.

Non-Redemption Agreements in Connection with Second Extension Meeting

In connection with the second extension meeting, Spree 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 founders 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 our consummation of an initial business combination. The Non-Redeeming Shareholders who will receive the founders shares upon the consummation of a business combination may not redeem those shares in connection with a vote of our shareholders on the business combination, as the founders shares will remain subject to the undertaking of the sponsor in the letter agreement from the IPO not to redeem those shares.

Developments Subsequent to December 31, 2023 Balance Sheet Date

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:

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 has adversely affected 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.

Industry Opportunity

Mobility is getting increasingly intelligent - cars, cities, roads etc. - all have started to increasingly deploy technology and data in order to achieve better products, services and utilization.

These trends are propelling tectonic shifts and the formation of new and exciting trends in the industry, including flexible insurance models for vehicles, new types of vehicle manufacturers, sensor technology that mimics and surpasses human capabilities, and much more. Automotive tech start-ups have catapulted onto the US stock markets through SPACs, amassing a market capitalization approaching $60 billion.

Members of our team are heavily immersed in the vibrant mobility sector both as investors and technological business entrepreneurs. We are uniquely positioned to learn about the “next big thing” with our experience in guiding companies from their inception through the chasm to market acceptance.

According to McKinsey, since 2010, investors have poured nearly $330 billion into more than 2,000 companies focused on mobility - specifically connectivity, automation, smart mobility and electrification (CASE) - with over $80 billion of this amount invested since the beginning of 2019 alone. About two-thirds of the total investment, or $206 billion, went to autonomous-vehicle (AV) technologies and smart mobility. A smaller amount - about $123 billion - went to connectivity and electric vehicles (EVs), suggesting that companies prefer to develop these technologies in-house, rather than by pursuing inorganic growth.

McKinsey further reports that non-incumbents have made over 90% of investments in future-mobility companies since 2010, with 65% coming from venture-capital and private-equity (VC/PE) companies and 28% from tech players. Traditional automotive companies only accounted for 7%, or roughly $20 billion to $25 billion, of the total amount invested.

Key industry trends and development focus include:

Analysts are forecasting substantial growth in key sectors of the mobility industry, for example:

Almost all mobility sectors are expecting strong growth.

Automakers including Ford, BMW, Volkswagen and Hyundai have invested in new mobile technologies. So have suppliers such as Bosch, Denso and Continental. Among technology giants, Intel and Google have made the acquisition of startups part of their strategies to bolster their automotive and mobility investments.

Young companies are at the center of advanced automotive developments as well as cloud computing, 3D printing, predictive sensing, the Internet of Things, augmented and virtual reality and a host of other Industry 4.0 technologies that are helping multinational corporations improve their performance.

Venture capital has quickly flooded into this area and the scene is now well developed. Many of the research intensive technologies (such as radar/lidar/sonar, autonomous systems, opto-electric systems, big data etc.) have over the past few years dramatically increased in importance for the mobility industry as it readies itself for a highly connected, electric, shared and autonomous future.

Global strategic and financial investors that have invested in mobility start-ups include Amazon, Ford, General Motors, NVIDIA, Volkswagen Group, Daimler, Kleiner Perkins, Bessemer Venture Partners, Google, BMWi Ventures, Skoda, MizMaa Ventures and Sumitomo, among others.

There have also been several acquisitions and SPAC mergers, including:

Acquisition Strategy and Criteria

Our acquisition strategy is to identify an untapped opportunity within our target mobility industry and offer a public-ready business, a facility through which to enter the public sphere, access capital markets, and advance its priorities.

We have focused on mid-size mobility companies that have a solid technological foundation and promising market opportunities which have so far refrained from becoming public for a variety of reasons. We have hoped to serve as an attractive partner for those companies, enabling them to go public in an alternate, more easily accessible manner - a business combination transaction - and to thereby benefit from the capital-raising options available for a publicly traded company in the U.S.

Our sponsor’s participants and their affiliates have extensive experience and expertise in strategic investments in public and private companies where they have a strong investment conviction driven by clearly identifiable growth opportunities. We have applied a similar investment philosophy and approach to analyzing prospective targets and identifying an attractive business combination.

The experience and networks of the members of our team have been a key element in our acquisition strategy. We believe that we are offering WHC significant added value, which may have represented a decisive competitive advantage when compared to other SPACs.

Our team members have formidable knowledge of the mobility industry. We all have developed, built and are actively involved in companies building solutions for the automotive and mobility sectors. We recognize that often company founders who conceive and develop outstanding technologies do not have the necessary market knowledge and business experience to build a strong team and successfully convert their technology into commercial products. We believe that we provide that or can help founders achieve it.

Our team has the ability to evaluate businesses comprehensively - 360 degrees, including technology, IP, competition and management - in order to assess whether the subject has the potential to be a truly good business.

Equally important is our team’s well developed positioning in the mobility sector. With the team spread across North America, Europe and the Middle East (Israel), team members are already familiar with a substantial percentage of the likely acquisition targets that are a part of the evaluation process.

We are confident of our ability to bring significant added value to an acquisition target such as WHC, including:

It must be emphasized that we take a highly proactive approach. We have been employing the following procedure in evaluating prospective target businesses for our initial business combination:

We have relied upon the following general, non-exclusive criteria and guidelines that we believe are important in evaluating prospective targets for our initial business combination. We have used these criteria in evaluating WHC; however, no individual criterion was entirely determinative of our decision to pursue the prospective WHC Business Combination..

Essentially we have sought a good company, with strong growth potential, having a management team that demonstrates openness to accept advice and to reassess objectives in light of changing market circumstances.

We have focused on target businesses or assets with the following attributes:

We may use other criteria and guidelines as well. Any evaluation relating to the merits of a particular initial business combination were to be based on these general criteria and guidelines as well as other considerations, factors, and criteria that our management may deem relevant.

In evaluating a prospective target business, we have conducted comprehensive due diligence review. That due diligence review has included, among other things, a financial statement analysis, initial public offering readiness assessment, business practices integration analysis, document reviews, meetings with the target’s management and other employees, inspection of facilities, consultations with relevant industry experts, competitors, customers, and suppliers, as well as a review of additional information (operational, financial, legal and otherwise) that we have obtained as part of our analysis of a target company.

We were not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, or directors. In the event we had sought to complete our initial business combination with a company that is affiliated with our sponsor, officers, or directors, we, or a committee of independent directors, was to obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. WHC is not a company that is affiliated with our sponsor, officers, or directors.

Sourcing of Potential Business Combination Targets

We believe that the operational and transactional experience of our management team and members of our sponsor (and the investors in the sponsor) and the relationships they have developed because of such experience, has provided us with a substantial number of potential business combination targets.

As stated earlier, we believe that members of our team have extensive knowledge of a substantial percentage of potential target companies in the ecosystem.

Members of our management team and other members of our sponsor have operated and invested in leading mobility companies, across their corporate life cycles and have developed deep relationships with organizations and investors operating around the world, and in target regions with a high concentration of mobility companies, in particular.

This network has grown through sourcing, acquiring, and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team members have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships and this experience has helped us to identify attractive mobility technology-based businesses that can benefit from access to the public markets, and execute complex business combination transactions, thereby enhancing shareholder value. In addition, target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

We believe that we have been well-positioned to leverage our sponsor’s, affiliates’, and management team’s successful track record growing local and international technology companies into large, successful publicly traded entities, and their deep network of relationships, as strong competitive advantages. We have utilized our management’s and sponsor’s expertise and their respective deal-sourcing capabilities to provide us with a strong pipeline of potential targets.

We believe that the experience of our management team and directors in evaluating assets through investing and company building has enabled us to source the highest quality targets. Our selection process has leveraged the relationships of our management team with industry captains, leading venture capitalists, private equity and hedge fund managers, respected peers, and a network of investment banking executives, attorneys, and accountants. Together with this network of trusted partners, we can capitalize the target business and create purposeful strategic initiatives to achieve attractive growth and performance targets.

Our management team consists of professionals and senior operating executives of various companies and entities with decades of experience and industry exposure across numerous mobility sectors. Based on our management team’s extensive experience and industry exposure, we believe that we may be able to identify, evaluate the risk and reward of, and execute on attractive acquisition opportunities.

Our management team consists of Rani Plaut, our Chief Executive Officer and director, Nir Sasson, our Chief Operating Officer, and Shay Kronfeld, our Chief Financial Officer and VP Business.

Initial Significant Activities Following Inception

On December 20, 2021, we consummated our initial public offering. Pursuant to our IPO, we offered and sold an aggregate of 20,000,000 units, consisting of 17,500,000 units that served as the base offering amount, and an additional 2,500,000 units for which the underwriters exercised an over-allotment option (out of a total of 2,625,000 units for which the underwriters were granted an over-allotment option for 45 days following the pricing of the IPO).

Each public unit consists of one Class A ordinary share and one-half of a public warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share. The public units were sold at a price of $10.00 per unit, generating gross proceeds to us of $200,000,000.

Substantially concurrent with the closing of our IPO, we completed the private sale of an aggregate of 945,715 private units to Spree Operandi U.S. LP, the wholly-owned U.S. subsidiary of our sponsor, Spree Operandi, LP. The purchase price per private unit was $10.00, generating aggregate gross proceeds to us of $9,457,150. The warrants contained in the private units are identical to the warrants included in the units sold in the initial public offering, except that, for so long as they are held by Spree Operandi, LP or its affiliates: (1) they are not redeemable by us; (2) they may not (including the Class A ordinary shares issuable upon exercise of those warrants), subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of our initial business combination; and (3) they (including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

Following the closings, a total of $204,000,000 from the proceeds of the initial public offering and the sale of the private units was placed in the trust account.

Our units commenced trading on the NYSE on December 20, 2021 under the symbol “SHAPU”. Beginning on February 4, 2022, holders of the public units have been able to elect to separately trade the public shares and public warrants included in the units. The Class A ordinary shares and warrants that were separated were traded on the NYSE under the symbols “SHAP” and “SHAP/W,” respectively. Units that were not separated continued to trade on the NYSE under the symbol “SHAP/U.” Since March 8, 2024, when NYSE delisted each of our securities, our securities have not been traded on any market.

Competitive Strengths

Status as a Public Company

We believe that our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to a traditional initial public offering through a merger or other business combination. The owners of a target business could exchange their shares of stock or other equity interests in the target business for our ordinary shares or for a combination of our ordinary shares and cash, allowing us to tailor the consideration used in the transaction to the specific needs of the sellers. We believe that target businesses might find a de-SPAC business combination avenue a more certain and cost-effective method to becoming a public company than a typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us.

Furthermore, once the business combination is consummated, the target business will have effectively become a public company, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests than it would have as a privately-held company. Public company status can offer further benefits by enhancing a company’s profile among potential new customers and vendors and attracting talented employees.

While we believe that our status as a public company makes us an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with a more established entity or with a private company. These limitations include constraints on our available financial resources, which may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek shareholder approval of a business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence of our outstanding warrants, which may represent a source of future dilution.

Financial Position

With funds available in our trust fund in an approximate amount of $20,689,000 (as of March 31, 2024), assuming no redemptions, and after payment of a $9,000,000 deferred underwriting fee to Stifel in connection with the business combination (which we intend to negotiate in an attempt to reduce), in each case before additional fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that allows us to tailor the consideration to be paid to the target business to fit its needs and desires.

Effecting a Business Combination

General

We may utilize cash derived from the proceeds of our initial public offering and the private placement of units in effecting a business combination. Investors in our initial public offering invested without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. In an effort to focus on strengthening a target company’s business on a stand-alone basis, we expect to effect only a single business combination with the proceeds from our initial public offering and concurrent private placement.

Selection of a Target Business and Structuring of a Business Combination

Subject to our management team’s pre-existing fiduciary obligations and the fair market value requirement described below, we have had virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses other than as described under “Acquisition Strategy and Criteria” above. Although our management will endeavor to evaluate the risks inherent in a business combination, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of Target Businesses

As the principal means of identifying potential target businesses, we have relied on the extensive contacts and relationships of our sponsor, officers and directors. While our officers and directors are not required to commit any specific amount of time in identifying or performing due diligence on potential target businesses, the relationships that they have developed over their careers and their access to our sponsor’s members’ and affiliates’ contacts and resources generated a number of potential business combination opportunities that warranted further investigation. We also have had target business candidates brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses have been brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources also introduced us to target businesses they thought we would be interested in on an unsolicited basis, since many of these sources read our public disclosures and know what types of businesses we were targeting.

Our officers and directors must present to us all target business opportunities that have a fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on the income accrued in the trust account) at the time of the agreement to enter into the initial business combination, subject to any pre-existing fiduciary or contractual obligations. We have also engaged the services of professional firms or other individuals that specialize in business acquisitions on a formal basis (including Stifel, which has served as our financial advisor), to which we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will our sponsor, initial shareholders, officers, directors or their respective affiliates be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is) other than:

Our audit committee reviews and approves all reimbursements and payments made to our sponsor, officers, directors or our or their respective affiliates, with any interested director abstaining from such review and approval. We have no present intention to enter into a business combination with a target business that is affiliated with any of our officers, directors or sponsor. However, we are not restricted from entering into a transaction with an entity that has any such affiliation and may do so if (i) such transaction is approved by a majority of our disinterested independent directors and (ii) we obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated shareholders from a financial point of view..

Selection of a Target Business and Structuring of a Business Combination

We initially had 15 months from the closing date of our initial public offering (i.e., until March 20, 2023) to consummate our initial business combination, which period was to be extended: (a) an additional three months to a total of 18 months if we were to file (i) a Form 8-K that included a definitive merger or acquisition agreement or (ii) a proxy statement, registration statement or similar filing for an initial business combination, but without completing the initial business combination within such 15-month period; (b) up to two instances of an additional three months per instance for a total of up to 18 months or 21 months, respectively, by depositing into the trust account for each three month extension an amount equal to $0.10 per unit or (c) for an additional period as a result of a shareholder vote to amend our amended and restated memorandum and articles of association. Because we filed a Form 8-K to report our entry into the WHC Business Combination Agreement on October 31, 2022, we qualified for an initial three-month extension, until June 20, 2023. Subsequently, our shareholders approved two further extension periods at the extension meetings, first until 27 months following our initial public offering (March 20, 2024), and then until 36 months following our initial public offering (December 20, 2024).

Subject to our management team’s pre-existing fiduciary obligations and the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, and that we must acquire a controlling interest in the target business, our management has virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses, except as described above under “Acquisition Strategy and Criteria”.

An evaluation relating to the merits of a particular business combination has been based, to the extent relevant, on such factors, as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we have conducted an extensive due diligence review which has encompassed, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which has been made available to us. This due diligence review has been conducted by our management.

Fair Market Value of Target Business

NYSE listing rules require that the target business or businesses that acquired by a SPAC such as ours must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination. Notwithstanding the foregoing, for so long as we are not listed on NYSE (as is currently the case), we are no longer required to meet the foregoing 80% fair market value test.

We currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of trust account balance test.

The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and their respective growth rates, book value and/or the market size addressed). The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public shareholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our board of directors independently determines that the target business complies with the 80% threshold.

Lack of Business Diversification

We are currently seeking an initial business combination with just one business. Therefore, at least initially, the prospects for our success will be entirely dependent upon the future performance of a single target business’ operations. Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:

Limited Ability to Evaluate the Target Business’ Management

Although we will scrutinize the management of a potential target business when evaluating the desirability of effecting a business combination with it, we cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management of the combined company will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in any business following a business combination cannot presently be stated with any certainty. While it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following a business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to a business combination. Moreover, they would only be able to remain with the company after the consummation of a business combination if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination. While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. Additionally, our officers and directors may not have significant experience or knowledge relating to the operations of a particular target business.

Following a business combination, the combined company may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that the combined company will have the ability to recruit additional managers, or that any such additional managers it does recruit will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve an Initial Business Combination

In connection with any proposed business combination, we will either (1) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, for their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. If we determine to engage in a tender offer, such tender offer will be structured so that each shareholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

Our amended and restated memorandum and articles of association provide that we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation. In addition, our amended and restated memorandum and articles of association provide that if we seek shareholder approval for our initial business combination, a majority of the outstanding ordinary shares voted are voted in favor of the business combination. We have chosen our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended. If we do not meet that requirement, and our shareholders do not approve amendments to the amended and restated memorandum and articles of association to eliminate those requirements, we may be unable to complete an initial business combination, and our public shareholders may need to wait until December 20, 2024 (or later, if we extend that date) in order to be able to receive a pro rata share of the trust account upon our liquidation.

In connection with an extraordinary general meeting to approve a potential business combination, our sponsor, initial shareholders, officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of the proposed business combination, (2) not to redeem any ordinary shares in connection with the shareholder vote to approve the proposed initial business combination and (3) in the case of a tender offer, not sell any ordinary shares in any tender in connection with a proposed initial business combination.

None of our officers, directors, sponsor, initial shareholders or their affiliates has indicated any intention to purchase units or Class A ordinary shares from persons in the open market or in private transactions. However, if a significant number of shareholders vote, or indicate an intention to vote, against a proposed business combination or indicate that they wish to have their shares redeemed, our officers, directors, sponsor, initial shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote and reduce the number of redemptions. Notwithstanding the foregoing, our officers, directors, sponsor, initial shareholders and their affiliates will not make purchases of Class A ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

Redemption Rights

At any general meeting called to approve an initial business combination, public shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, less any taxes then due but not yet paid. Alternatively, we may provide our public shareholders with the opportunity to sell their Class A ordinary shares to us through a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid.

Our sponsor, initial shareholders and our officers and directors do not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired prior to, or following, our initial public offering or purchased by them in the aftermarket.

We may require public shareholders, whether they are a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with the proposal to approve the business combination. There is a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent typically charges the tendering broker $45.00, and it would be up to the broker whether or not to pass this cost on to the holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event we require shareholders seeking to exercise redemption rights prior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to shareholders.

Any proxy solicitation materials we furnish to shareholders in connection with a vote for any proposed business combination will indicate whether we are requiring shareholders to satisfy such certification and delivery requirements. Accordingly, a shareholder would have from the time the shareholder receives our proxy statement/prospectus up until two business days prior to the scheduled vote on the proposal to approve the business combination to deliver his, her or its shares if he, she or it wishes to seek to exercise his redemption rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the shareholder, whether or not he, she or it is a record holder or his, her or its shares are held in “street name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his, her or its shares through the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot assure you of this fact. Please see the risk factor titled “In connection with any general meeting called to approve a proposed initial business combination, we may require shareholders who wish to redeem their shares in connection with a proposed business combination to comply with specific requirements for conversion that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights” for further information on the risks of failing to comply with these requirements.

Any request to redeem such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or the expiration of the tender offer. Furthermore, if a holder of Class A ordinary shares delivered his certificate in connection with an election of their conversion and subsequently decides prior to the applicable date not to elect to exercise such rights, he or she may simply request that the transfer agent return the certificate (physically or electronically).

If the initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any shares delivered by public holders.

If an initial business combination is not completed, we may continue to try to complete a business combination with a different target until 36 months from the closing date of our initial public offering (or up to any additional extension period, if approved by our shareholders).

Redemption of Public Shares and Liquidation if No Initial Business Combination

Our sponsor, officers and directors have agreed (and our shareholders have approved, at the extension meetings) that we will have until December 20, 2024 (as may be extended further under any additional extension period, if applicable) to complete our initial business combination. If we are unable to complete our initial business combination by such date or any further extended deadline, we 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 (less up to $100,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by December 20, 2024 or any additional extension period. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founders shares if we fail to complete our initial business combination by December 20, 2024 or during any additional extension period. However, if our initial shareholders acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination by December 20, 2024 or any further extended deadline.

Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would affect our public shareholders’ ability to redeem or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing the redemption rights provided to shareholders as described in this Annual Report or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon completion of our initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules). We may seek to amend the foregoing net tangible assets requirement in connection with our shareholders’ vote on an initial business combination.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the trust account, although we had no such funds available as of December 31, 2023. We cannot assure you that there will be any funds available for such purpose. If we do not have sufficient funds outside of the trust account to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds from our initial public offering and the sale of the private units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.20. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.20. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management performs an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters as part of our initial public offering against certain liabilities, including liabilities under the Securities Act. Because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only third parties we currently engage are vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below (1) $10.20 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.20 per share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We do not have access to any funds (as of December 31, 2023) from the proceeds of our initial public offering and the sale of the private units that are held outside of our trust account, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors.

If we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency laws and may be included in our insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.20 per share to our public shareholders. Additionally, if we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference. As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association as described under “Amended and Restated Memorandum and Articles of Association” below, and (3) the redemption of our public shares if we are unable to complete our initial business combination within 36 months (reflecting the two extension periods, which were approved by our shareholders at the extension meetings) from the closing date of our initial public offering or during any additional extension period, subject to applicable law and as further described herein. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with our initial business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above.

Amended and Restated Memorandum and Articles of Association

Our amended and restated memorandum and articles of association contain certain requirements and restrictions that apply to us until the completion of our initial business combination:

These provisions cannot be amended without the approval of holders of at least two-thirds of our Class A ordinary shares present and voting at a general meeting. In the event we seek shareholder approval in connection with our initial business combination, our amended and restated memorandum and articles of association provide that we may consummate our initial business combination only if approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination.

Additionally, our amended and restated memorandum and articles of association provide that, prior to our initial business combination, holders of our founders shares are the only shareholders that will have the right to vote on the appointment of directors and the right to remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founders shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.

Comparison of redemption price or purchase price in connection with our initial business combination and/or if we fail to complete our initial business combination.

The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with: (i) the completion of our initial business combination— whether as redemptions by us, or purchases by our affiliates; and (ii) our inability to complete our initial business combination within 36 months or any additional extension period, if applicable, following the closing of our IPO.

Competition

We face intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources are relatively limited when contrasted with those of many of these competitors. We believe that while there are numerous target businesses that we could potentially acquire with the net proceeds from our initial public offering and the sale of the private units, our ability to compete with respect to the acquisition of certain target businesses that are sizable is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to redeem a significant amount of our Class A ordinary shares for cash, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. We may furthermore face competition from other newly-formed entities that may target a business combination transaction with similar focus areas as ours, which may intensify the competition that we face in achieving our objective.

Conflicts of Interest

Certain of our executive officers and directors have or may have fiduciary and contractual duties to certain companies in which they have invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination.

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

One of our directors, Joachim Drees, was formerly a member of the executive management board of TRATON SE (formerly Volkswagen Truck & Bus GmbH) and is subject to certain restrictions under a termination agreement with TRATON SE. While his appointment as a director of our company was approved by the executive management board of TRATON SE, that executive management board may revoke that approval following our planned business combination if it comes to the conclusion that our company (after combination with a target company) is in direct competition with TRATON SE and its affiliates. In that case, he would be unable to continue serving as our director following the business combination.

Indemnity

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.20 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters as part of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations.

Employees

As of the date of this Annual Report, we have three (3) officers, none of whom is an employee of our company. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that our officers or any other members of our management team devote in any time period varies based on the status of our pursuit of a target business for our initial business combination and the current stage of the business combination process.

Periodic Reporting and Financial Information

We registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, each of our annual reports will contain financial statements audited and reported on by our independent registered public auditors.

We will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance with, or be reconciled to, U.S. GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with PCAOB standards. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2023 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equal or exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

Item 1A. Risk Factors

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before making a decision to invest in our units, Class A ordinary shares, or warrants. If any of the following events occurs, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

Our public shareholders’ exercise of redemption rights with respect to a large number of additional public shares may not allow us to complete an initial business combination in the most desirable manner that will optimize the capital structure of the combined company, or at all. 

Over the past two years, the rate of redemption of shares by public shareholders of special purpose acquisition companies, or SPACs, such as ours at the time of a shareholder meeting that approves an amendment to the articles of the SPAC or the initial business combination of the SPAC has been very high, thereby increasing the likelihood that we, too, may face significant additional redemptions that will jeopardize our ability to successfully consummate an initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriters for our IPO will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination or (in the event that we issue shares as consideration in a business combination) to fund the post-business combination company’s operations. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay, and the payment of, the deferred underwriting commissions.

In connection with the two extension meetings, 15,763,212 and 2,371,801 public shares, respectively, were redeemed at prices per share of approximately $10.56 and $10.95, respectively, thereby reducing the number of outstanding Class A ordinary shares from 20,945,715 to 5,182,503 (following the initial extension meeting), and from 5,182,503 to 2,810,702 (following the second extension meeting), consisting of 4,236,788, and 1,864,987, public shares, respectively, and 945,715 private shares in each case), and reducing the total value of the trust account significantly, from approximately $211.1 million to approximately $44.7 million, and then to $20.4 million, following the respective extension meetings.

Due to the high rates of redemptions of public shares in connection with shareholder votes on business combinations of SPACs, we may need to rely upon significant PIPE or other outside financing to provide cash to our post-business combination company. The market for financings of initial business combinations of SPACs in recent times has been very difficult, with financings often available only on terms that are onerous to the surviving company of the business combination. The failure to secure additional financing on reasonable terms could have a material adverse effect on the continued development or growth of the target business. None of the sponsor or our other shareholders is required to provide any financing to us in connection with or after our initial business combination. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete a business combination in the most desirable manner that will optimize our capital structure, or at all. If we are unable to complete an initial business combination, our public shareholders may only receive approximately $10.20 per share on the liquidation of our trust account, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.20 per share on the redemption of their shares.

If we are unable to complete a business combination by December 20, 2024, as such date may be extended pursuant to our amended and restated memorandum and articles of association, we would cease all operations except for the purpose of winding up and we would redeem our Class A ordinary shares and liquidate the trust account, in which case our public shareholders may only receive approximately $10.20 per share or less than such amount in certain circumstances, and our warrants will expire worthless.

Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including as a result of relatively high inflation, relatively high interest rates, fears of recession, terrorist attacks, natural disaster or a significant outbreak of infectious diseases. These trends could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, these trends may negatively impact the business of a target company following an initial business combination.

If we are unable to complete our initial business combination by December 20, 2024 or within an additional extension period, we 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 (less up to $100,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable)) 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by December 20, 2024 or within an additional extension period. In such case, our public shareholders may only receive approximately $10.20 per share or less than $10.20 per share, upon the redemption of their shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share” and other risk factors herein.

We may be unable to obtain- on reasonable terms or at all- additional financing in connection with our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

Because of past and potential future significant redemptions of public shares, the net proceeds of our initial public offering and the sale of the private units in the trust account may not be sufficient to allow us to complete an initial business combination. We may therefore be required to seek additional financing or to abandon the proposed business combination. While we plan to pursue a PIPE financing, we cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete an initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. The market for financings of initial business combinations of SPACs in recent times has been very difficult, with financings often available only on terms that are onerous to the surviving company of the business combination. The failure to secure additional financing on reasonable terms could have a material adverse effect on the continued development or growth of the target business. None of the sponsor or our other shareholders is required to provide any financing to us in connection with or after our initial business combination. If we are unable to complete an initial business combination, our public shareholders may only receive approximately $10.20 per share on the liquidation of our trust account, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.20 per share on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share” and other risk factors below.

In connection with our attempt to obtain shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities.

In the event that we seek shareholder approval of an initial business combination, our sponsor, directors, officers, advisors or any of their affiliates may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of an initial business combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. The purpose of such purchases could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining shareholder approval of the initial business combination or to satisfy a closing condition of such transaction, if it appears that such closing condition would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. This may result in the completion of our initial business combination when it may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or restore the quotation, listing or trading of our securities on a national securities exchange.

In order to effectuate an initial business combination, we have, in the past, amended various provisions of our amended and restated memorandum and articles of association and modified governing instruments. We cannot assure you that we will not seek to further amend our amended and restated memorandum and articles of association or governing instruments, in a manner that makes it easier for us to complete our initial business combination that some of our shareholders may not support.

In order to effectuate an initial business combination, we and other blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. For example, we held an extraordinary general meeting on June 12, 2023 for our shareholders to approve an amendment to our amended and restated memorandum and articles of association to extend the deadline by which we need to consummate an initial business combination, from June 20, 2023 to March 20, 2024. At the same meeting, we requested that our shareholders approve an amendment to provide that the existing restriction that prevents the issuance of additional shares that would vote together with the Company’s publicly held Class A ordinary 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 Company’s Class B ordinary shares where the holders of the converted shares waive their rights to proceeds from the Company’s trust account. Both proposals were approved by our shareholders. Additionally, on December 21, 2023, we held a second extraordinary general meeting for our shareholders to approve an amendment to our amended and restated memorandum and articles of association to extend the deadline by which we need to consummate an initial business combination, from March 20, 2024 to December 20, 2024. Our shareholders approved this extension as well. Moreover, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination. Amending our amended and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at a shareholders meeting (i.e., the lowest threshold permissible under Cayman Islands law) (other than amendments relating to the appointment or removal of directors prior to our initial business combination, which require the approval of at least 90% of our ordinary shares voting in a general meeting), or by a unanimous written resolution of all of our shareholders. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in order to, among other things, extend the time to consummate our initial business combination.

If the net proceeds of our initial public offering not being held in the trust account are insufficient to allow us to operate through December 20, 2024 (or until the end of any additional extension period), and we are unable to obtain additional capital, we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.20 per share.

As of December 31, 2023, we did not have any cash outside the trust account to fund our working capital requirements. The unavailability to us of cash outside of the trust account may prevent us from continuing to operate until December 20, 2024 (or until the end of any further extension period). We might not have any funds to continue searching for, or conduct due diligence with respect to, any additional target businesses.

If we need to seek additional capital, we would be required to borrow additional funds from the sponsor, members of our management team or other third parties to operate, or else we may be forced to liquidate. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to obtain additional financing, we may be unable to complete our initial business combination. If we are unable to complete our 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. Consequently, our public shareholders may only receive approximately $10.20 per share on our redemption of the public shares.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share.

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waive any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.20 per share initially held in the trust account, due to claims of such creditors.

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters as part of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Accordingly, our sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.20 per public share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.20 per share.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency laws, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

The notes to the financial statements included in this Annual Report contain an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

We cannot assure you that our plans to consummate an initial business combination will be successful, which is in part dependent on our ability to obtain sufficient financing for the company that continues after that business combination. The market for financings of companies emerging from a business combination with a SPAC has become very tight in the last year-plus. In the absence of such a business combination transaction, our company will cease to exist after December 20, 2024 (which reflects the extension periods), which would occur less than 12 months following the date of this Annual Report. The short-term expiration date for our company, as well as our need to obtain additional funds in order to satisfy our liquidity needs, raises substantial doubt about our ability to continue as a going concern. The financial statements contained in Item 15 of this Annual Report do not include any adjustments that might result from our inability to consummate a business combination or our inability to continue as a going concern.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted, which may cause us to abandon our efforts to complete an initial business combination and instead liquidate our company.

On January 24, 2024, the SEC adopted final rules governing special purpose acquisition companies (the “SPAC Final Rules”), which will become effective on July 1, 2024. Among other items, the SPAC Final Rules provide interpretive guidance describing the extent to which special purpose acquisition companies (“SPACs”) could become subject to regulation under the Investment Company Act of 1940, as amended (“Investment Company Act”) (the “Guidance”). In particular, the Guidance provided that like any other issuer, a SPAC may meet the definition of investment company under Section 3(a)(1)(A) or 3(a)(1)(C) of the Investment Company Act or both, depending on the facts and circumstances. Under Section 3(a)(1)(C), if a SPAC owns or proposes to acquire 40% or more of its total assets in investment securities, it would likely need to register under the Investment Company Act unless an exclusion from the definition applies. However, in the context of Section 3(A)(1)(A), the Guidance clarified that whether a SPAC is subject to the Investment Company Act is a question dependent on the particular facts and circumstances of the SPAC and this evaluation should be conducted at its inception and throughout its existence. In particular, the Guidance clarified that the specific duration period of a SPAC is not the sole determinant, but among one of the long-standing factors, i.e., the Tonopah factors, to consider when analyzing a SPAC’s investment company status. Under such factors, the following generally must be reviewed: (1) the nature of SPAC assets and income, (2) the activities of a SPAC’s officers, directors and employees, (3) the duration of the SPAC, including with respect to the timing of a business combination, (4) the manner in which a SPAC holds itself out to investors, and (5) its historical development.

Despite the SPAC Final Rules and the Guidance therein, there remains uncertainty concerning the applicability of the Investment Company Act to SPACs, generally, and to our company, specifically. This uncertain may subject us to a claim that we have been operating as an unregistered investment company. This risk may be increased if we continue to hold the funds in the trust account in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather than instructing the trustee to liquidate the securities in the trust account and to hold the funds in the trust account in cash or in an interest-bearing demand deposit account at a bank. Likewise, the risk may be increased the longer that our initial business combination timeline extends beyond, inclusive of the completion time for a de-SPAC transaction, the date of our initial public offering.

Based on the factors described in the Guidance provided under the SPAC Final Rules, we do not believe that our principal activities currently subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with, and regulation under, the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. For example, our activities would be severely restricted: including: (1) restrictions on the nature of our investments; and (2) restrictions on the issuance of securities; each of which may make it difficult for us to complete an initial business combination. In addition, we would be subject to burdensome compliance requirements, such as: (a) registration as an investment company with the SEC; (b) adoption of a specific form of corporate structure; and (c) reporting, recordkeeping, voting, proxy and disclosure requirements and other rules and regulations to which we are not currently subject. As a result, we may be forced to abandon our efforts to complete an initial business combination and to instead liquidate. If we liquidate, our shareholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of its stock and warrants following such a transaction, and our warrants would expire worthless.

If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company.

If we instruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash in order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act, we would likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount that our public shareholders would receive upon any redemption or liquidation of our company.

The funds in the trust account have, since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of our being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct the trustee with respect to the trust account to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash or in an interest-bearing demand deposit account at a bank until the earlier of consummation of an initial business combination or liquidation of our company. Following such liquidation of the securities held in the trust account, we would likely receive minimal interest, if any, on the funds held in the trust account. However, interest previously earned on the funds held in the trust account still may be released to us to pay our taxes, if any. As a result, any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of our company.

The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate our company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time, and instead hold all funds in the trust account in cash or in an interest-bearing demand deposit account at a bank, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of our company.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of up to $18,292 and to imprisonment for five years in the Cayman Islands.

We may not hold an additional annual general meeting until after the completion of our initial business combination. Our public shareholders do not have the right to appoint directors prior to the consummation of our business combination and do not have the right to call a general meeting.

As holders of our Class A ordinary shares, our public shareholders do not have the right to vote on the appointment of directors prior to completion of our initial business combination. In addition, during that time period, holders of a majority of our founders shares may remove a member of the board of directors for any reason. Under our amended and restated articles of association, our shareholders furthermore do not have the right to call a general meeting.

We may only be able to complete one business combination with the proceeds from our initial public offering and the sale of the private units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

Of the net proceeds from our initial public offering and the sale of the private units, approximately $20,689,000 (assuming no further redemption of Class A ordinary shares) was available to us in the trust account as of March 31, 2024 to complete our business combination and pay related fees and expenses (which fees may include up to $9,000,000 for the payment of a deferred underwriting fee to Stifel subject to our consummation of a business combination transaction, although we intend to negotiate to have that fee reduced or waived).

We may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the industry in which the combined company following our initial business combination plans to operate.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree.

Our amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon completion of our initial business combination (such that we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. We may seek to eliminate that net tangible assets requirement in connection with a shareholder vote on our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least 65% of our ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by holders of a certain percentage of the company’s shares. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our amended and restated memorandum and articles of association provide that any of their provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of units into the trust account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares (other than amendments relating to the appointment or removal of directors prior to our initial business combination, which require the approval of at least 90% of our ordinary shares voting in a general meeting). Our initial shareholders, who collectively beneficially own 20% of our ordinary shares following the closing date of our initial public offering, may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. However, our amended and restated memorandum and articles of association prohibit any amendment of their provisions (A) that would affect our public shareholders’ ability to redeem or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of the redemption rights provided to shareholders as described in this Annual Report if we do not complete our initial business combination within 36 months from the closing date of our initial public offering or during any additional extension period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless, in either case, we provide public shareholders the opportunity to redeem their public shares. Furthermore, our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose such an amendment unless we provide our public shareholders with the opportunity to redeem their public shares. In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants.

Our warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

Certain agreements related to our initial public offering may be amended without shareholder approval.

Certain agreements, including the underwriting agreement relating to our initial public offering, the investment management trust agreement between us and Continental Stock Transfer & Trust Company, the letter agreement among us and our sponsor, officers and directors, the registration rights agreement among us and our sponsor and the administrative and support services agreement between us and our sponsor, may be amended without shareholder approval. These agreements contain various provisions that our public shareholders might deem to be material. While we do not expect our board to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial business combination. Any such amendment may have an adverse effect on the value of an investment in our securities.

Risks Relating to the Post-Business Combination Company

Subsequent to the consummation of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to a target business will identify all material issues or risks associated with such business or the industry in which it competes. As a result of these factors, we may incur additional costs and expenses and we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or our combined company securities after a business combination. Accordingly, any shareholders of Spree who choose to remain as combined company shareholders following an initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to an initial business combination contained an actionable material misstatement or material omission.

The combined company resulting from our initial business combination may require additional capital to support the growth of its business, and that capital might not be available on reasonable terms or at all.

To continue to effectively compete, the combined company resulting from our initial business combination may require additional funds to support the growth of its business and allow it to invest in new services, offerings, and markets. If the combined company raises additional funds through further issuances of equity or convertible debt securities, its existing equity holders may suffer significant dilution, and any new equity securities it issues may have rights, preferences, and privileges superior to those of existing equity holders. Any debt financing it secures in the future could contain restrictive covenants relating to its ability to incur additional indebtedness and other financial and operational matters that make it more difficult for it to obtain additional capital with which to pursue business opportunities. The combined company may not be able to obtain additional financing on favorable terms, if at all. If it is unable to obtain adequate financing or financing on terms satisfactory to it when required, its ability to continue to support its business growth and to respond to business challenges and competition may be significantly limited.

Risks Relating to our Management Team and Sponsor

Our ability to successfully effect our initial business combination and to be successful thereafter is totally dependent upon the efforts of our key personnel, some of whom may join the target company following our initial business combination. The loss of key target company personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our and our target company’s key personnel. The role of our key personnel in the target business cannot presently be ascertained. Although some of our key personnel may remain with a target company in senior management, board member or advisory positions following our initial business combination, all of the management of a target company may remain in place. While we will attempt to closely scrutinize any individuals we engage after an initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. A target company’s management may lack the skills, qualifications or abilities we expected. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

In addition, the officers and directors of a target company may resign upon completion of an initial business combination. The departure of a target company’s key personnel could negatively impact the operations and profitability of our post-business combination company. 

Since the sponsor and Spree’s directors and executive officers, have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may exisst in determining whether a potential business combination is appropriate as our initial business combination. Such interests include that sponsor, as well as our executive officers and directors, will lose their entire investment in us if we do not complete a business combination.

When you consider the Spree Board’s approval of an initial business combination, you should keep in mind that the sponsor and the other insiders, including Spree’s directors and executive officers, have interests in such proposal that are different from, or in addition to (which may conflict with), those of Spree shareholders generally.

These conflicts of interest include, among other things, the interests listed below:

The foregoing personal and financial interests of the sponsor as well as Spree’s directors and executive officers may influence their motivation in identifying and selecting a target company as a business combination target, completing an initial business combination with such company and influencing the operation of the business following such business combination.

Past performance by the companies in which our management team and our sponsor’s members and affiliates have been involved may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses associated with, our management team and sponsor’s affiliates is presented for informational purposes only. Past performance by our management team and sponsor’s affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we may be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of our management team and sponsor’s affiliates as indicative of our future performance and you may lose all or part of your invested capital. Additionally, in the course of their respective careers, members of our management team and our sponsor’s affiliates have been involved in businesses and deals that were unsuccessful. None of our officers, directors or the affiliates of our sponsor have had management experience with blank check companies or special purpose acquisition corporations in the past.

Risks Relating to our Securities

Our securities have been delisted from the NYSE, which could affect our securities’ market price and liquidity.

On February 22, 2024, the NYSE notified us that our Class A ordinary shares, units, and warrants were no longer suitable for listing on the NYSE due to the failure of our securities to meet the average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of at least $40,000,000, pursuant to Section 802.01B of the NYSE Listed Company Manual. As a result, NYSE commenced proceedings to delist each of our securities from NYSE, suspended trading in our securities effective immediately, and on March 8, 2024, filed a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, removing all of our securities from exchange listing.

While we are evaluating possible alternatives in light of the NYSE delisting, including applying to list our securities under an alternative national securities exchange such as Nasdaq, we cannot assure you that our securities will qualify for such listing. In connection with an initial business combination that we may seek to effect, we will be required to demonstrate compliance with an applicable exchange’s initial listing requirements, which are generally more rigorous than an exchange’s continued listing requirements, in order to qualify for listing our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If we are not able to list our securities on another national securities exchange, our securities will continue to be quoted on an over-the-counter market. We could face significant material adverse consequences from that quotation (as compared to our prior listing on NYSE), including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts states from regulating the sale of certain securities, which are referred to as “covered securities.” Our units, Class A ordinary shares and warrants no longer qualify as covered securities under such statute, due to the delisting from the NYSE. We are therefore subject to regulation in each state in which we offer our securities, including in connection with our potential initial business combination, which may negatively impact our ability to consummate an initial business combination.

A national securities exchange may not list our post-business-combination company’s securities on its exchange, which could limit investors’ ability to enter into transactions in a target company’s securities and subject the new combined company to additional trading restrictions.

If a high level of redemptions materializes in connection with a vote on our initial business combination, we would have less liquidity and fewer round-lot holders of our public shares, which may make it more difficult for our post-business-combination company to meet a national securities exchange’s listing requirements.

Even if we do meet the initial listing requirements of an exchange, an active trading market for the combined company’s securities following an initial business combination may never develop or, if developed, it may not be sustained. In connection with a business combination, in order to continue to maintain the listing of our securities on a national securities exchange, we will be required to demonstrate compliance with that exchange’s listing requirements. We may apply to have a target company’s securities listed on a national securities exchange upon consummation of our initial business combination. We cannot assure you that we will be able to meet all such listing requirements. Even if the listing of such securities is successful, the new combined company may be unable to maintain the listing of its securities in the future.

If such company fails to meet the listing requirements and a national securities exchange does not list its securities on its exchange, the new combined company could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If the combined company’s securities were not listed on a national securities exchange, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

You do not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of the redemption rights provided to shareholders as described in this Annual Report, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (3) the redemption of our public shares if we are unable to complete our initial business combination within 36 months from the closing date of our initial public offering or during any additional extension period, subject to applicable law and as further described herein. In no other circumstances will a shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants.

Even if we consummate an initial business combination, our publicly traded warrants may never be in the money, and they may expire worthless.

The exercise price for our public warrants is $11.50 per share. There can be no assurance that the public warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless. The terms of public warrants may be amended in a manner that may be adverse to the holders. The Warrant Agreement between Continental, as warrant agent, and us, provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding public warrants approve of such amendment. Our ability to amend the terms of the warrants with the consent of a majority of the then-outstanding public warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of a combined company’s securities purchasable upon exercise of a warrant.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers. Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

Our amended and restated memorandum and articles of association provide that unless we consent to an alternate forum, the federal district courts of the United States shall be the exclusive forum of resolution of any claims arising under the Securities Act, which may impose additional litigation costs on our shareholders.

Our amended and restated memorandum and articles of association provide that, unless we consent otherwise, the federal district courts of the United States shall be the exclusive forum for the resolution of any claims arising under the Securities Act (for the sake of clarification, this provision does not apply to causes of action arising under the Exchange Act). While this provision of our amended and restated memorandum and articles of association does not restrict the ability of our shareholders to bring claims under the Securities Act, nor does it affect the remedies available thereunder if such claims are successful, we recognize that it may limit shareholders’ ability to bring a claim in a judicial forum that they find favorable and may increase certain litigation costs which may discourage the filing of claims under the Securities Act against us, our directors and our officers. However, the enforceability of similar forum provisions in other companies’ organizational documents has been challenged in legal proceedings and there is uncertainty as to whether courts would enforce the exclusive forum provisions in our amended and restated articles of association. If a court were to find the choice of forum provision contained in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.

Our amended and restated articles of association provide that unless we consent otherwise, the courts of the Cayman Islands shall have sole and exclusive jurisdiction for all disputes between our company and our shareholders under the Companies Act.

Unless we consent otherwise, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding in the company, including but not limited to (i) any derivative action or proceeding brought on behalf of our company, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of our company to our company or our company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Act and each shareholder shall be deemed to have irrevocably submitted to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. Without prejudice to any other rights or remedies that we may have, each shareholder shall also be deemed to have acknowledged and agreed that damages alone would not be an adequate remedy for any breach of this exclusive forum provision in our memorandum and articles and that accordingly we will be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this provision. This exclusive forum provision is intended to apply to claims arising under Cayman Islands law and would not apply to claims brought pursuant to the Securities Act or the Exchange Act or any other claim for which U.S. federal courts would have exclusive jurisdiction. Such exclusive forum provision in our amended and restated memorandum and articles of association does not relieve our company of its duties to comply with federal securities laws and the rules and regulations thereunder, and shareholders of our company are not deemed to have waived our compliance with these laws, rules and regulations. This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with our company or our directors or officers which may discourage lawsuits against our company, our directors, and our officers. However, there is uncertainty as to whether courts would enforce the exclusive forum provisions in our amended and restated memorandum and articles of association. If a court were to find the choice of forum provision contained in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.

An investment in our securities may result in uncertain or adverse United States federal income tax consequences.

An investment in our securities may result in uncertain United States federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units that we issued in our initial public offering, the allocation an investor makes with respect to the purchase price of a unit between the Class A ordinary share and the one-half warrant to purchase Class A ordinary shares included in each unit could be challenged by the IRS or the courts. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants included in the units we are issuing in our initial public offering is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is a long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for United States federal income tax purposes. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.

If we do not consummate an initial business combination by December 20, 2024 (or prior to the end of any additional extension period, if applicable), our public shareholders may be forced to wait until after December 20, 2024 before redemption from the trust account.

If we are unable to consummate our initial business combination by December 20, 2024 (as such date may be extended pursuant to our amended and restated memorandum and articles of association), we will distribute the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described in this proxy statement/prospectus. Any redemption of public shareholders from the trust account shall be affected automatically by function of the amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with Cayman Islands law. In that case, investors may be forced to wait beyond December 20, 2024 (as such date may be extended pursuant to our amended and restated memorandum and articles of association), before the redemption proceeds of the trust account become available to them, and they receive the return of their pro rata portion of the proceeds from the trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their public shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See “Item 1. Business- Effecting a Business Combination- Redemption Rights.”

The warrants that are part of the units that we offered publicly, and the warrants that are part of the units that we issued privately, together with our grant of registration rights to our sponsor and others, may have an adverse effect on the market price of our Class A ordinary shares and may make it more difficult for us to complete our initial business combination.

We issued warrants to purchase 10,000,000 of our ordinary shares at a price of $11.50 per share (subject to adjustment as provided herein), as part of the 20,000,000 units that we sold as part of our initial public offering. Furthermore, simultaneously with the closing of our initial public offering, we issued to our sponsor in a private placement an aggregate of 472,858 private warrants, as part of 945,715 private units. Each warrant is exercisable to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. In addition, if our sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at a price of $1.00 per warrant, at the option of the lender. Such warrants would be identical to the private warrants.

Pursuant to an agreement that was entered into concurrently with the issuance and sale of the securities in our initial public offering, our sponsor, management team and their permitted transferees can demand that we register the resale of their founders shares beginning at the time of our initial business combination. In addition, our sponsor, as the holder of our private units, and its permitted transferees, can demand that we register the resale of the private units (private shares and/or private warrants) and the issuance of the Class A ordinary shares issuable upon exercise of the private warrants. Holders of warrants that may be issued upon conversion of working capital loans may demand that we register the resale of those warrants, or the issuance of Class A ordinary shares upon exercise of those warrants.

The potential issuance of shares underlying our various groups of warrants, together with the foregoing registration rights with respect to those shares and other shares, allows, potentially, a significant, additional number of our Class A ordinary shares to become available for trading in the public market. That potential development may have an adverse effect on the market price of our Class A ordinary shares even without there being actual additional issuances or resales. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. The shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected from the potential resale of the Class A ordinary shares owned by our sponsor, or issuable upon exercise of the private warrants or conversion of working capital loans that may be provided by our sponsor, or by permitted transferees of those securities. Those resales are enabled by the registration rights.

The Excise Tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities following our initial business combination, hinder our ability to consummate an initial business combination, and decrease the amount of funds available for distribution.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by certain domestic publicly traded corporations occurring on or after January 1, 2023, with certain exceptions (the “Excise Tax”). However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the Excise Tax. In December 2022, the Treasury Department issued Notice 2023-2, indicating its intention to propose such regulations and issuing certain interim rules on which taxpayers may rely. Under the interim rules, liquidating distributions made by publicly traded domestic corporations are exempt from the Excise Tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. Accordingly, redemptions of our Public Stock in connection with an amendment to our amended and restated certificate of incorporation or in connection with an initial business combination may subject us to the Excise Tax unless one of the two exceptions above apply.

Any redemption or other repurchase that we make may be subject to the Excise Tax. Whether and to what extent we would be subject to the Excise Tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with our initial business combination, (ii) the structure of our initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with our initial business combination (or otherwise issued not in connection with our initial business combination but issued within the same taxable year of our initial business combination) and (iv) the content of regulations and other guidance from the Treasury Department. In addition, because the Excise Tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available for a stockholder redemption, could cause a reduction in the cash available to complete an initial business combination, and could have an adverse effect on our ability to complete an initial business combination.

We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined below) of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year (of which there can be no assurance), we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service, or IRS, may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed discussion of the tax consequences of PFIC classification to U.S. Holders, see the section of the final prospectus (SEC File No. 333-261367), dated December 15, 2021, for our IPO, filed with the SEC pursuant to Securities Act Rule 424(b)(4) on December 17, 2021, under the caption “Income Tax Considerations - United States Federal Income Taxation - U.S. Holders - Passive Foreign Investment Company Rules” (available at https://www.sec.gov/Archives/edgar/data/0001881462/000121390021065857/f424b41221_spreeacq.htm#T5).

The term “U.S. Holder” means a beneficial owner of units, Class A ordinary shares or warrants who or that is for United States federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person.

General Risk Factors

We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a recently formed company incorporated under the laws of the Cayman Islands with no operating results. Because we lack a significant operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with a target business. We may be unable to complete an initial business combination and, if we fail, we will never generate any operating revenues.

Item 1B. Unresolved Staff Comments

None.

Item 1C: Cybersecurity

As a blank check company, we have no operations and therefore do not have any operations of our own that face material cybersecurity threats. However, we do depend on the digital technologies of third parties, including information systems, infrastructure and cloud applications and services, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, the management team will report to the board of directors and provide updates on the management team’s incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss.

Item 2. Properties

We currently maintain our executive offices at 1922 Wildwood Place NE, Atlanta, Georgia. Our executive offices are provided to us by our sponsor at a minimal payment per month (included in the fee of up to $10,000 per month that we pay to our sponsor for administrative and support services). We consider our current office space adequate for our current operations.

Item 3. Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our units, Class A ordinary shares and warrants are not currently traded on any exchange. They were each traded on the NYSE under the symbols “SHAPU,” “SHAP” and “SHAPW,” respectively, until February 22, 2024, when trading was suspended in them. On March 8, 2024, they were delisted from the NYSE. Our units had commenced public trading on the NYSE on December 20, 2021 and our Class A ordinary shares and warrants had commenced separate trading on the NYSE on February 7, 2022.

As of June 15, 2024, there were two holders of record of our units, one holder of record of our Class A ordinary shares (on a stand-alone basis, apart from our units), one holder of record of our Class B ordinary shares and one holder of record of our warrants (on a stand-alone basis, apart from our units).

We have not paid any cash dividends on our Class A ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable future.

None.

Not applicable.

Unregistered Sales

In August 2021, our sponsor’s wholly-owned subsidiary purchased 5,750,000 founders shares for an aggregate purchase price of $25,000, or approximately $0.0043 per share. Of those founders shares, 718,750 shares and 31,250 shares were surrendered for no consideration in November 2021 and January 2022, respectively (in the latter case, due to the incomplete exercise by the underwriter of its over-allotment option in connection with our initial public offering), thereby resulting in an effective purchase price of $0.005 per share for the remaining 5,000,000 founder shares held by our sponsor’s wholly-owned subsidiary.

Substantially concurrent with the closing of the initial public offering, we conducted a private placement of an aggregate of 945,715 private units, comprised of 945,715 private shares and 472,858 private warrants, at a price of $10.00 per unit ($9,457,150 in the aggregate).

The funds from the sale of the private units are used to maintain in the trust fund (in which the initial public offering’s proceeds are held) an amount equal to $10.20 per public share sold in the offering. The private warrants that are part of the private units are identical to the warrants sold as part of the units in the initial public offering except that: (1) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination; (2) they may not be redeemed; and (3) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in our initial public offering and related to the closing of our initial business combination, the ratio at which founders shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of our initial public offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination..

With certain limited exceptions, the founders shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Use of Proceeds

On December 20, 2021, we consummated our initial public offering. Pursuant to such offering, we offered and sold an aggregate of 20,000,000 units, consisting of 17,500,000 units that served as the base offering amount, and an additional 2,500,000 units for which the underwriters exercised an over-allotment option (out of a total of 2,625,000 units for which the underwriters had been granted an over-allotment option for 45 days following the pricing of the initial public offering).

Each unit consists of one Class A ordinary share and one-half of a redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share. The units were sold at a price of $10.00 per unit, generating $200,000,000 of gross proceeds to us.

Substantially concurrently with the closing of the initial public offering, we completed the private sale of an aggregate of 945,715 units to our sponsor. The purchase price per private unit was $10.00, generating $9,457,150 of aggregate gross proceeds to us. The warrants contained in the private units are identical to the warrants included in the units sold in the initial public offering except that, for so long as they are held by the sponsor or its affiliates: (1) they will not be redeemable by us; (2) they may not (including the Class A ordinary shares issuable upon exercise of those warrants), subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of our initial business combination; and (3) they (including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

A total of $204,000,000 from the proceeds of the IPO and the sale of the private units was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.

There has been no material change in the planned use of proceeds from such use as described in our final prospectus (File No. 333-261367), dated December 15, 2021, which formed a part of our registration statement on Form S-1 that was declared effective by the SEC on December 15, 2021.

None.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

All statements other than statements of historical fact included in this annual report including, without limitation, statements under this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this annual report, words such “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward-looking statements.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this annual report should be read as being applicable to all forward-looking statements whenever they appear in this annual report. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

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 and, in October 2022, entered into the WHC Business Combination Agreement with WHC Worldwide, LLC, a Missouri limited liability company doing business as zTrip®, as described in “Item 1. Business- Prospective WHC Business Combination” above. On August 23, 2023, we entered into a Termination of Business Combination Agreement with WHC pursuant to which the WHC Business Combination Agreement was terminated, effective as of that date. We intend to effectuate our initial business combination using (i) cash from the proceeds of our initial public offering and the private placement of the private units, (ii) cash from a new PIPE 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 equity holders of a target company.

The issuance of additional ordinary shares in a business combination:

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

As indicated in the accompanying financial statements, at December 31, 2023 and December 31, 2022, we had approximately $0 and $7,000, respectively, of cash, and approximately ($3,087,000) and ($1,450,000), 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 an initial business combination. We cannot assure you that our plans to complete an initial business combination or a related capital raise will be successful.

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, including our entry into the now-terminated WHC Business Combination Agreement and certain related agreements, and activities related to the now-terminated WHC Business Combination transaction 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. Other than the suspension of trading, and delisting, of our Class A ordinary shares, warrants and units from the NYSE on February 22, 2024 and March 8, 2024, respectively (as described in Part I, Item 1 “Business” above), there has been no significant change in our financial or trading position and no material adverse change has occurred since the December 31, 2023 date of our financial statements contained in this Annual Report.

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 proceeds from additional loans from our sponsor, as 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 December 31, 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 originally outside 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 this 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 December 31, 2023, we had approximately $46,420,000 of cash and marketable securities held in that trust account, of which $25,972,000 was paid out to redeeming public shareholders on January 2, 2024 in connection with the second extension meeting. We may withdraw interest from the trust to pay taxes, if any. Our annual income tax obligations will 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 December 31, 2023, we had no cash deposited in that bank account. As of December 31, 2023, we had an accumulated deficit of approximately $12,087,000.

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) 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 there was zero balance as of December 31, 2023) 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 towards performance of all of the foregoing activities with respect to WHC and in connection with our entry into the WHC Business Combination Agreement and the related agreements, and the now-terminated WHC Business Combination, and, following termination of the WHC Business Combination Agreement on August 23, 2023, for other potential business combination-related activities.

In order to fund working capital deficiencies or finance transaction costs in connection with a prospective initial business combination, our sponsor may, but is not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside of the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. In lieu of cash repayment, upon the closing of our initial business combination, up to $1,500,000 of such loans may instead be converted into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private warrants (that are part of the private units) issued to our sponsor. The terms of such loans by our sponsor or an affiliate of our sponsor, if any, have not been determined, and no written agreements exist with respect to such loans. As of December 31, 2023, approximately $677,000 was outstanding under such loans from 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 will need to request additional loans from our sponsor in order to satisfy our liquidity needs in our pursuit of an initial business combination. The costs of consummating an initial business combination may be greater than what we currently estimate. Consequently, if our sponsor does not provide us with additional funding, we may 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.

We will also likely need to obtain additional financing (either by issuing additional securities or incurring debt) to operate the combined company in connection with the consummation of an initial business combination, in part because we may become obligated to redeem a significant number of our public shares in connection with the completion such a business combination and may need additional funds in order to meet a cash condition under a business combination agreement and finance the combined company’s operations. Therefore, we will likely 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 an initial 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, which reflects the second extension period that was approved by our shareholders on December 21, 2023) would be less than 12 months after the date of this Annual Report (subject to any further extension period that we may obtain). In addition to that impending required liquidation date, we are dependent upon additional funding from our sponsor or its affiliates during the period prior to our initial business combination (to be evidenced by promissory note(s) that we may issue). Those factors, among others, 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 this Annual Report.

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

As of December 31, 2023, 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.

Deferred Underwriting Fee Obligation

As a result of an agreement that we entered into as part of our IPO, we are also obligated to pay Stifel, Nicolaus & Company, Incorporated, the representative of the underwriters in our IPO, a deferred underwriting fee of $9.0 million, 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. We intend to negotiate to reduce or eliminate that deferred underwriting fee, although there is no guarantee that we will succeed at doing so.

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 an extension for completing a business combination (which was accomplished via the second extension) 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:

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 for any liability arising out of any action or failure to act by Cohen & Company or its affiliates that is found in a final judicial determination or settlement to constitute bad faith, willful misconduct or gross negligence.

Under the financial services agreement, Cohen & Company has provided a waiver of its right to collect any amounts owed to it under the agreement from the trust account.

The financial services agreement provides Cohen & Company with a right of first refusal during the term of the agreement and thereafter to act (1) as our exclusive financial advisor in connection with a business combination and (2) following the consummation of any business combination, as our (or our successor or parent entity, as applicable), book-running lead managing underwriter, book-running lead arranger or exclusive placement agent in connection with any underwritten Rule 144A offering, underwritten public offering or private placement that may be undertaken by our company (or our successor or parent entity) or, as applicable, our shareholders. Any such engagement of Cohen & Company would include customary fees to be mutually agreed between us and Cohen & Company.

The financial services agreement may be terminated by us or Cohen & Company at any time upon 30 days’ advance written notice. Termination of the financial services agreement does not affect Cohen & Company’s right to indemnification or contribution or payment of the transaction fee (described in paragraph (ii) above) if the closing of the applicable financing transaction occurs within 24 months following the termination of the financial services agreement.

The foregoing description is qualified in its entirety by reference to the financial services agreement, which serves as an exhibit to this Annual Report.

Critical Accounting Estimates

None.

Item 7A. 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, 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 8. Financial Statements and Supplementary Data

The information required by this Item 8 appears in the F-1 pages of this Annual Report, which are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. 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 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 December 31, 2023, 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 December 31, 2023 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.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2023.

Attestation Report of Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

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.

Item 9B. Other Information.

None.

Item 9.C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Our executive officers and directors are as follows:

Our directors executive officers are as follows:

Eran (Rani) Plaut has been our Chairman of the Board, Director and CEO since August 2021. Mr. Plaut is an entrepreneur and founder of several tech companies in the mobility space, where he holds chief executive officer and executive board member positions. Since August 2019, Mr. Plaut serves as co-founder and CEO of Polarity, the developer of an electric VTOL aircraft based on a patent-pending technology that enables extended performance and a new model of ownership in the eVTOL domain. Mr. Plaut has also served as the executive chairman of Moodify since October 2019, a company specializing in unique machine learning software tools to enable the production of neuroscience-based materials used in driver monitoring systems and packaged goods. From January 2010 to May 2016, Mr. Plaut was a part of the founding team at iPulse and CEO of Bmax (as of November 2011), where he registered a few patents in pulsed power physics, upon which the company developed and sold equipment for metal processing for the automotive and aerospace industries. From 2005 to 2009, Mr. Plaut served as the CEO of Pulsar, a global leader in magnetic pulse welding for automotive application and before that served in a few executive positions in tech companies.

Nir Sasson has served as our Chief Operating Officer since August 2021. Mr. Sasson has a track record of over 30 years of having founded companies in the automotive, semiconductor and communications sectors. Since January 2020, Mr. Sasson has been advising startup companies in the mobility sector in the areas of technology, product and business strategy. From November 2016 to December 2019, Mr. Sasson served as a founder and CEO of Spatial Logic Ltd., developing AI-based visual positioning technology, to drive next generation augmented reality based automotive navigation systems. From April 2008 to January 2016, Mr. Sasson led (as co-founder and CEO from its inception) Autotalks Ltd., a fabless semiconductor company that enabled the vehicle-to-vehicle and vehicle-to-infrastructure communication revolution. From 1997 to 2007, Mr. Sasson held executive business and R&D positions at Texas Instruments Inc. following the acquisition of Libit Signal Processing Ltd., world leader in the cable modem technology. From 1995 to 1997 Mr. Sasson held R&D positions in Motorola, where he developed CDMA systems. From 1990 to 1995 Mr. Sasson served in an elite R&D unit of the Israeli Defense Forces. He holds a B.Sc. and M.Sc. in Electrical Engineering and an Executive MBA, all from Tel-Aviv University.

Shay Kronfeld has served as our Chief Financial Officer and VP Business since August 2021. Mr. Kronfeld is a former investment banker who has focused on the capital markets, particularly SPACs. In January 2021 Mr. Kronfeld established Pureplay Holdings, which handles all matters related to SPACs, including formation, project management for venture capital/private equity firms involved in SPACs, and advice to target companies on their potential mergers with SPACs. From February 2018 until July 2021, Mr. Kronfeld served as CEO of Cuma Financial Ltd. Since February 2018, Mr. Kronfeld has been the Founder and Managing Partner of Lynays Capital Limited, where he specializes in fundraising and advising growth-stage companies. From February 2013 to February 2018, Mr. Kronfeld was a Managing Director of the Maxim Group investment banking team, where he specialized in cross border transactions, SPACs and fund raising. From July 2009 to August 2012, Mr. Kronfeld was a Managing Director of investment banking at Rodman and Renshaw, where he specialized in RD/PIPE’s transactions. From January 2004 to July 2009, Mr. Kronfeld was a member of the institutional sales team at the Maxim Group, where he transacted many SPAC deals. He received a B.A in Finance from the Interdisciplinary Center in Herzliya, Israel.

Joachim Drees has served as our director since the consummation of our initial public offering. Since July 2020, Mr. Drees has been investing in software related start-up companies, particularly in the EV software charging space but also other industries, as a pre-seed, seed or pre-series A investor. From 2015 until July 2020, Mr. Drees served as CEO of MAN SE and MAN Truck & Bus SE, one of Europe’s largest players in the commercial vehicle industry. Prior to that time, from 2012 to 2014, he was the Chief Financial Officer and a member of the executive board of Drees & Sommer AG, a European consulting, planning and project management enterprise with responsibility for Finance & Controlling, M&A, Human Resources, Administration, and Internationalization Support. Mr. Drees held managerial positions in the Daimler Truck Group and at Mercedes-Benz Trucks from 1996 to 2006, including as Commercial Director of the Gaggenau Transmissions Unit and as Head of Commercial Vehicle Controlling. He was also a member of the Executive Board of TRATON SE (formerly Volkswagen Truck & Bus GmbH) and held several non-executive director seats, from 2015 to July 2020, including at Renk AG from 2017 to 2020. He studied business administration at the University of Stuttgart and received an MBA from Portland State University.

Steven Greenfield has served our director since the consummation of our initial public offering. Since April 2014, Mr. Greenfield serves as CEO of Automotive Ventures LLC, a venture capital fund that he founded and that focuses on early-state auto tech startups. He also manages a consulting business working with auto tech participants, as well as PE and VC participants who are targeting the auto tech landscape. Since May 2020, Mr. Greenfield is also a managing director at Progress Partners, a Boston-based investment bank. From June 2018 to April 2020, he served as TrueCar’s SVP of Strategy and Business Development, and, from January 2011 to April 2014, as AutoTrader.com’s VP of Product Management and VP of Business Development, overseeing the acquisitions of vAuto, Kelley Blue Book, HomeNet Automotive, VinSolutions, and DealerScience. Earlier in his career, Mr. Greenfield served as Manheim’s Director of International Development, overseeing Manheim’s overseas investments, including establishing new joint ventures in Dubai, Istanbul and Beijing. He received a B.A. in Health Sciences from York University in Toronto, and an MBA from Goizueta Business School at Emory University in Atlanta.

David Riemenschneider has served as our director since the consummation of our initial public offering. Mr. Riemenschneider has served as Chairman of the Automotive Transformation Group since July 2021, which seeks to revolutionize the vehicle sales process via online sales and value chain efficiencies. Mr. Riemenschneider has been, from 2013 to the present time, a private equity consultant who provides insight and analysis to automotive technology companies leading up to a management buy-out, and to financial buyers in evaluating automotive tech deals. He is the founder and President of D-Remo Consulting SASU. Mr. Riemenschneider worked for Ford Motor from 1985 to 2001 in the US and Europe in several key management positions before becoming the CEO of private-equity backed Clifford Thames in the UK from 2006 to 2013, which was involved in automotive content management and software-providing solutions to global OEMs on five continents. Mr. Riemenschneider led the development of a connected vehicle program at a T1 supplier in Germany in 2013. Mr. Riemenschneider worked on many advanced ADAS technologies during this time and started one of the first dedicated automotive technology focused M&A teams at the boutique investment bank Hampleton Partners in London in 2015. During this time, Mr. Riemenschneider also invested in and held board roles in other automotive and fintech related software firms, including the Chairman role at Inflexion Private equity’s Autofutura and G-Forces automotive software assets in the UK in 2019. Mr. Riemenschneider is also an automotive technology advisor to investment bank GCA Altium, and to Cerebri AI Inc. Mr. Riemenschneider holds a BBA from Eastern Michigan University and an MBA from the University of Detroit.

Philipp von Hagen has served as our director since the consummation of our initial public offering. Since May 2024, Mr. von Hagen has served as the Managing Director at IDEALworks GmbH, a deep tech robotics company in Munich, Germany. Prior to that role, from March 2021 to February 2023, he served as the Managing Partner of Future Industry Ventures S.à r.l., the General Partner of FIV Industry 4.0 Ventures Fund S.C.Sp., SICAV-RAIF, a pan-European fund for early and growth stage investments in industrial technologies. From March 2012 to June 2020, Mr. von Hagen served on the executive board of Porsche Automobil Holding SE, Germany, where he was responsible for developing and executing an investment strategy, a risk-return based management of investment portfolio as well as the exercise of ownership and shareholder rights. Prior to that time, between 1998 and 2012 Mr. von Hagen worked in Global Financial Advisory at Rothschild in London, United Kingdom, and Frankfurt, Germany. He began his career in corporate finance and equity capital markets at Daiwa Securities Limited, United Kingdom, in 1995 and became a founding member of the corporate finance advisory division of Intercapital Securities, United Kingdom, in 1997. Mr. von Hagen holds degrees in Economics from the London School of Economics and Political Science, United Kingdom, and from the University of Oxford, United Kingdom.

Senior Advisor

In addition to our directors and executive officers, we also rely upon the substantial experience and knowledge, in our target industry, of our senior advisor, Mr. Michael Granoff. His biographical information appears below:

Michael Granoff is the founder and Managing Partner of Maniv Mobility, a venture capital fund based in Tel Aviv which invests exclusively in the new mobility future, and which he founded in 2015. Maniv has a portfolio of over 25 mobility startups, in Israel, the US and beyond. They include, among other things, companies developing sensors, software, simulation, localization, data monetization, autonomous systems, over-the-air updates, automotive cyber-security, micromobility, and new mobility business models. In addition to serving on the boards of directors of several startup companies, Mr. Granoff serves on the board of Securing America’s Future Energy (SAFE), a Washington, DC-based policy and advocacy organization he helped establish in 2004. In the past, Mr. Granoff served on the board of Better Place, an electric car network developer. He has been involved in three US Presidential campaigns and in 2010 received Brandeis University’s Asper Award for Global Entrepreneurship. Mr. Granoff holds a B.A. from Tufts University, an MBA and JD from Kellogg, Northwestern University.

Number and Terms of Office of Officers and Directors

Our board of directors consists of five members. Holders of our founders shares appointed each of our directors prior to consummation of our initial public offering for a two-year term, and holders of our public shares do not have the right to vote on the appointment of directors during such term. The provisions of our amended and restated memorandum and articles of association regarding director term may only be amended by a special resolution passed by the holders of at least 90% of shares as, being entitled to do so, vote in a general meeting. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our founders shares. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors.

Director Independence

Although our securities were delisted from the NYSE on March 8, 2024, we intend to voluntarily maintain compliance with the NYSE’s corporate governance principles and its independence standards, as we deem them to be useful for our hopes of once again listing our securities on a national securities exchange. NYSE’s listing standards require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Messrs. Drees, Greenfield, Riemenschneider and von Hagen, is an “independent director” as defined in the NYSE listing standards and applicable SEC rules. Our audit committee and compensation committee are each entirely composed of independent directors meeting NYSE’s and the SEC’s additional requirements applicable to members of those committees. Our independent directors hold regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Pursuant to NYSE listing rules (as voluntarily observed by us notwithstanding our delisting) we have established three standing committees - an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee, and a nominating and corporate governance committee, each comprised of independent directors. Under Section 303A.00 of the NYSE Listed Company Manual, a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements.

Audit Committee

We have an audit committee of the board of directors. Messrs. Joachim Drees, David Riemenschneider, and Philipp von Hagen serve as members of our audit committee and Mr. Riemenschneider serves as the chairman of the audit committee. Under the NYSE listing standards (as voluntarily observed by us notwithstanding our delisting) and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Each such prospective member of our audit committee meets the independent director standard under NYSE listing standards and under Rule 10A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate and our board of directors has determined that Mr. Riemenschneider qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

Compensation Committee

We have established a compensation committee of the board of directors. Messrs. Drees and Riemenschneider serve as members of our compensation committee and Mr. Drees serves as the chairman of the compensation committee. Under the NYSE listing standards (as voluntarily observed by us notwithstanding our delisting) and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under NYSE listing standards and Rule 10C-1 of the Exchange Act applicable to members of the compensation committee.

We have adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC.

Nominating/Corporate Governance Committee

We have established a nominating and corporate governance committee of the board of directors. The initial members of our nominating and corporate governance are Steven Greenfield and Philipp von Hagen. Mr. Greenfield serves as chair of the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

Prior to our initial business combination, in the event of a vacancy in our board of directors, the nominating and corporate governance committee will also consider director candidates recommended for nomination by holders of our ordinary shares, for appointment by the remaining members of our board then still serving. During the entire period until our initial business combination, only holders of our Class B ordinary shares, and not holders of our Class A ordinary shares, will have the right to appoint members of our board.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the nominating and corporate governance committee considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file.

During the year ended December 31, 2023, each of the officers and directors listed above under the table “Directors and Executive Officers” was not required to file any Section 16(a) reports. In addition, our sponsor (Spree Operandi, LP) and its Delaware subsidiary (Spree Operandi U.S. L.P), in which our Chief Executive Officer (Eran (Rani) Plaut) and Chief Financial Officer (Shay Kronfeld) may be deemed to hold controlling interests, were not required to file any Section 16(a) reports.

Code of Ethics

We have adopted a code of ethics applicable to our directors, officers and employees (our “Code of Ethics”). Our Code of Ethics is available on our website. Our Code of Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Ethics on our website.

Conflicts of Interest

Certain of our executive officers and directors have or may have fiduciary and contractual duties to certain companies in which they have invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it.

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be, subject to their fiduciary duties under Cayman Islands law, required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:

Potential investors in our Class A ordinary shares should also be aware of the following potential conflicts of interest, both in connection with an initial business combination and generally, involving our officers and directors:

The conflicts described above may not be resolved in our favor.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we would obtain an opinion from an independent investment banking firm or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view.

In addition, our sponsor or any of its affiliates may make additional investments in the company in connection with the initial business combination, although our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our sponsor’s motivation to complete an initial business combination.

Our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founders shares and any public shares held by them in favor of any business combination. Our directors and officers will also enter into a letter agreement that imposes similar obligations on them with respect to public shares acquired by them, if any.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We also intend to enter into indemnity agreements with them.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if we (i) have sufficient funds outside of the trust account or (ii) consummate an initial business combination. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 11. Executive Compensation.

None of our officers or directors has received any cash compensation for services rendered to us. Each of our independent directors invested, prior to the closing of our initial public offering, as a limited partner holding a minority, non-controlling interest in our sponsor and will therefore hold an indirect interest in the founders shares held by our sponsor’s subsidiary. In addition, our sponsor, officers and directors, and any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In addition, we may pay a customary financial consulting fee to an affiliate of our sponsor, which will not be made from the proceeds of our initial public offering held in the trust account prior to the completion of our initial business combination. We may pay such financial consulting fee in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources that we believe are necessary in order to assess, negotiate and consummate an initial business combination. The amount of any such financial consulting fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest. Our audit committee also reviews on a quarterly basis, all payments that were made to our sponsor, officers, directors or our or their affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of our Class A ordinary shares as of the date of this Annual Report by:

Beneficial ownership is presented in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and generally reflects voting and/or investment power with respect to our ordinary shares. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of public or private warrants, as those warrants are not exercisable within 60 days of the date of this Annual Report.

Prior to our initial business combination, only holders of our founders shares have the right to vote on the appointment of directors, and holders of a majority of our founders shares may remove a member of the board of directors for any reason. In addition, because of their ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions.

Concurrently with our initial public offering, our sponsor purchased 945,715 private units at a price of $10.00 per unit ($9,457,150, in the aggregate) in a private placement. Each private unit consists of one Class A ordinary share and one-half of a private warrant (945,715 Class A ordinary shares and 472,858 private warrants, in the aggregate). Each private warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. The purchase price of the private units was added to the proceeds from our initial public offering, and is held in the trust account (other than approximately $1,100,000 that was held outside of the trust account) pending our completion of our initial business combination. If we do not complete our initial business combination within 36 months from the closing date of our initial public offering or during any further extension period, the proceeds of the sale of the private units that are held in the trust account will be used to fund the redemption of our public shares, and the private warrants will expire worthless. The private units are subject to the transfer restrictions described below. The private warrants included in the private units will not be redeemable by us. Otherwise, the private warrants have terms and provisions that are identical to those of the warrants that were sold as part of the units in our initial public offering.

Our sponsor and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws. See “Item 13. Certain Relationships and Related Transactions, and Director Independence” for additional information regarding our relationships with our promoters.

Transfers of Founders Shares and Private Units

The founders shares and private units, and any Class A ordinary shares issued upon conversion or exercise of thereof (as applicable) are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement entered into by our initial shareholders with us. Those lock-up provisions provide that such securities are not transferable or salable:

(i) in the case of the founders shares, until the earlier of (A) one year after the completion of our initial business combination or (B) at least 150 days subsequent to our initial business combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period;

(All founders shares will also be released from lock-up, if sooner than the above, on the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.)

(ii) in the case of the private units, including the private (Class A ordinary) shares contained therein, the private warrants and the Class A ordinary shares underlying such warrants, until 30 days after the completion of our initial business combination.

The above-described transfer restrictions are subject to an exception, in each case, for transfers (a) to our officers or directors, any affiliates or family members of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of our liquidation prior to our completion of our initial business combination; (g) by virtue of the laws of the Cayman Islands or our sponsor’s exempted limited partnership agreement, as amended, upon liquidation of our sponsor; or (h) in the event of our completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) or (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this Annual Report.

Registration Rights

The holders of the founders shares, private units and warrants that may be issued on conversion of working capital loans (and any ordinary shares issuable upon the exercise of the private units or warrants issued upon conversion of the working capital loans and upon conversion of the founders shares) are entitled to registration rights pursuant to a registration rights agreement that was signed on December 15, 2021 requiring us to register such securities for resale. The holders of these securities will be entitled to make up to two demands, excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. We will bear the expenses incurred in connection with the filing of any such registration statements.

In connection with our entry into the WHC Business Combination Agreement on October 29, 2022, we also entered into the WHC Investor Rights Agreement with the sponsor, our officers and directors, and certain persons affiliated with WHC, which was to provide registration rights in respect of the same securities currently covered by the foregoing registration rights agreement that was entered into on December 15, 2021 (along with additional shares of New WHC to have been held by WHC-affiliated persons). This new agreement was to replace that earlier registration rights agreement, effective upon (and subject to) the completion of the WHC Business Combination. The terms of the WHC Investor Rights Agreement are summarized under “Item 13. Certain Relationships and Related Transactions, and Director Independence” below. Upon the termination of the WHC Business Combination Agreement on August 23, 2023, this registration rights agreement was likewise terminated.

Equity Compensation Plans

None of our officers or directors has received any cash compensation or equity compensation for services rendered to us. Each of our independent directors invested, prior to the closing of our initial public offering, as a limited partner holding a minority, non-controlling interest in our sponsor and therefore holds an indirect interest in the founders shares held by our sponsor’s subsidiary.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Founders Shares and Private Units Purchases by Sponsor

In August 2021, our sponsor’s wholly-owned subsidiary purchased 5,750,000 founders shares for an aggregate purchase price of $25,000, or approximately $0.0043 per share. Of those founders shares, 718,750 shares were surrendered for no consideration in November 2021 and an additional 31,250 shares were surrendered for no consideration in January 2022 (due to the partial non-exercise by the underwriter for our IPO of its over-allotment option), thereby resulting in an effective purchase price of $0.005 per share for the remaining 5,000,000 founder shares held. The founders shares constituted 20% of the public shares that were outstanding immediately following our initial public offering.

Our sponsor purchased, in a private placement that closed simultaneously with the closing of our initial public offering in December 2021, an aggregate of 945,715 private units, comprised of 945,715 private shares and 472,858 private warrants, at a price of $10.00 per unit ($9,457,150 in the aggregate). Each private warrant is exercisable to purchase one whole ordinary share at $11.50 per share, subject to adjustment as provided herein. Our sponsor is permitted to transfer the private units held by it to certain permitted transferees, including our officers and directors and other persons or entities affiliated with or related to it, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as our sponsor. Otherwise, these units will generally not be transferable or salable until 30 days after the completion of our initial business combination. The private warrants will be non-redeemable. Like the publicly-held warrants, the private warrants may be exercised by the sponsor or its permitted transferees solely for cash, and not on a cashless basis. Except for the foregoing, the terms and provisions of the private warrants are identical to those of the warrants sold as part of the units in our initial public offering.

Administrative Services Agreement with Sponsor

On August 23, 2021, we entered into an Administrative Services Agreement pursuant to which we will pay our sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying any of these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 36 months (or up to any additional extension period, if applicable), our sponsor will be paid up to $10,000 per month ($360,000 or more in the aggregate) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

Directors’ and Officers’ Business Opportunities and Reimbursement of Expenses

As more fully discussed in “Item 10. Directors, Executive Officers and Corporate Governance - Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, subject to their fiduciary duties under Cayman Islands law, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

Our officers and directors currently have and will in the future have certain relevant fiduciary duties or contractual obligations that may, subject to applicable law, take priority over their duties to us. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers and directors, or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Potential Financial Consulting Fee

At the closing of our initial business combination, we may pay a customary financial consulting fee to an affiliate of our sponsor, which will not be made from the proceeds of our initial public offering held in the trust account prior to the completion of our initial business combination. We may pay such financial consulting fee in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources that we believe are necessary in order to assess, negotiate and consummate an initial business combination. The amount of any such financial consulting fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest.

Sponsor Loans

Working Capital Loans

Prior to our initial public offering, our sponsor had agreed to loan us up to $300,000 to be used for a portion of the expenses of our initial public offering. Prior to the consummation of our initial public offering, we had borrowed all $300,000 available under the promissory note representing that commitment of our sponsor. These loans were non-interest bearing, unsecured, and were due at the closing of our initial public offering. The loans were repaid on December 20, 2021, concurrently with the consummation of our initial public offering, out of the offering proceeds not held in the trust account. The value of our sponsor’s interest in this transaction corresponded to the principal amount issued and outstanding under any such loan. As of December 31, 2023, no amounts remained outstanding under the promissory note.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of those loans may be converted into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private warrants included in the private units to be issued and sold to our sponsor. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. 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 will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

Trust Contributions

On June 5, 2023, in connection with the initial extension meeting that occurred on June 12, 2023, which extended our deadline for entry into an initial business combination from June 20, 2023 to March 20, 2024, our sponsor agreed to lend to us, for deposit into our trust account on the 20^th day of each month, for each month during the initial extension period (including June 20, 2023 and up to but excluding June 20, 2024), 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 (which represented $0.04 per public share if 2.5 million public shares were to remain outstanding following redemptions in connection with the initial extension meeting). Because 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), we issued a promissory note in a principal amount of up to $900,000 to our sponsor, representing our obligation to repay those amounts to be loaned by the sponsor. Our sponsor began contributing $100,000 per month during the first extension period, which we deposited into our trust account. The sponsor made five monthly contributions (from June 20, 2024 until, and not including, November 20, 2024) pursuant to that note.

Amounts outstanding under this note bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the liquidation of the Company. If the Company does not consummate an initial business combination by December 20, 2024, these loans will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven.

Unpaid principal amounts outstanding under such loan(s) may be converted by the sponsor into warrants to purchase Class A ordinary shares, at a conversion price of $1.50 per warrant. 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 included as part of the private units sold by us to the sponsor concurrently with our initial public offering.

The foregoing description is qualified in its entirety by reference to the promissory note issued to the sponsor in respect of this loan, which serves as an exhibit to this Annual Report.

Non-Redemption Agreements in Connection with Second Extension Meeting

In connection with the second extension meeting held on December 21, 2023, at which the deadline for our consummation of an initial business combination under our articles was extended from March 20, 2024 to December 20, 2024 (the “second extension”), Spree 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 proposal for the second extension. In exchange for that commitment of the Non-Redeeming Shareholders, the sponsor agreed to transfer founders 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 our consummation of an initial business combination.

In addition, Spree clarified that the sponsor will transfer 70,000 founders shares to the Non-Redeeming Shareholders (subject to the fulfillment of the relevant conditions under the Non-Redemption Agreements) for every 200,000 Non-Redeemed Shares that they hold and did not redeem (or for which they rescinded a redemption request) in connection with the second extension meeting.

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement, which serves as an exhibit to this Annual Report.

Services of Management Team Post-Business Combination

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Registration Rights

We entered into a registration rights agreement with respect to the founders shares, private units, representative shares and warrants issued upon conversion of working capital loans (if any), which is described in “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters - Registration Rights.” Concurrently with our execution of the WHC Business Combination Agreement, we entered into a new agreement that provided registration rights to the sponsor and other parties upon and subject to the effectiveness of the WHC Business Combination. That agreement would have replaced the original registration rights agreement to which we are currently party with respect to the founders shares, private units, and warrants issued upon conversion of working capital loans, which original registration rights agreement was to be terminated. Upon the termination of the WHC Business Combination Agreement on August 23, 2023, that new registration rights agreement was likewise terminated, and the original registration rights agreement remained in place.

Indemnity Agreements

We have entered into indemnity agreements with each of our officers and directors, a form of which is filed as an exhibit to this Annual Report. Those agreements require us to indemnify those individuals to the fullest extent permitted under applicable Cayman Islands law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Related Party Transactions Policies

We have not adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

Prior to the consummation of our initial public offering, we adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interest, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. A form of the code of ethics that we adopted prior to the consummation of our initial public offering was filed as an exhibit to the registration statement.

Our audit committee, pursuant to a written charter that we adopted, prior to the consummation of our initial public offering, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority of the members of the entire audit committee constitutes a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee is required to approve a related party transaction. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or any of their affiliates.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

Furthermore, no finder’s fees, reimbursements or cash payments will be made by us to our sponsor, officers or directors, or our or any of their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of our initial public offering and the sale of the private units that are held in the trust account prior to the completion of our initial business combination:

The above payments will be funded using the net proceeds of our initial public offering and the sale of the private units that are not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith.

Our audit committee reviews on a quarterly basis all payments that are made to our sponsor, officers or directors, or our or their affiliates.

Director Independence

Although our securities are no longer listed on the NYSE, we find it useful to continue to comply with the NYSE’s independent director listing standards on a voluntary basis. NYSE’s listing standards require that a majority of the board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Messrs. Drees, Greenfield, Riemenschneider and von Hagen, is an “independent director” as defined in the NYSE listing standards and applicable SEC rules. Our audit committee and compensation committee are each entirely composed of independent directors meeting NYSE’s and the SEC’s additional requirements applicable to members of those committees. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Item 14. Principal Accounting Fees and Services

The following is a summary of fees paid or to be paid to Kesselman & Kesselman, (“PwC Israel”), for services rendered.

Audit Fees. Audit fees consist of fees that we were billed for professional services rendered by PwC Israel in connection with the audit of our consolidated annual financial statements and services that would normally be provided by PwC Israel in connection with statutory and regulatory filings or engagements. Audit fees for the year ended December 31, 2023 were $181,000 and for the year ended December 31, 2022 were $116,000.

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. Audit-related fees for the year ended December 31, 2023 were $0 and for the year ended December 31, 2022 were $80,000, which fees were incurred in connection with due diligence related to the WHC Business Combination performed for us by PwC Israel.

Tax Fees. Tax fees for the year ended December 31, 2023 were $0 and for the year ended December 31, 2022 were $25,000, which were incurred by us in connection with tax due diligence performed for us by PwC Israel related to the WHC Business Combination..

All Other Fees. We did not pay PwC Israel for other services for the year ended December 31, 2023 or for the year ended December 31, 2022..

Pre-Approval Policy

Our audit committee is required to pre-approve all audit, audit-related, tax and non-audit services performed by the independent registered public accounting firm (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit) to ensure that the provision of such services does not impair its independence. Pre-approval is generally provided for twelve months from the date of pre-approval, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific fee.

All of the audit, tax and non- audit services provided by PwC Israel in fiscal year 2023 and related fees were approved in accordance with the audit committee’s policy.

PART IV

Item 15. Exhibits, Financial Statement Schedules

None.

We hereby file as part of this Annual Report the exhibits listed in the following Exhibit Index:

Item 16. Form 10-K Summary

Not applicable.