UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~December 2217, 2024

SPREE ACQUISITION CORP. 1 LIMITED

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-41172	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

1922 Wildwood Place NE, Atlanta, GA		30324
94 Yigal Alon, Building B, 31st floor,
Tel Aviv, Israel		6789139
(Address of Principal Executive Offices)		(Zip Code)

~~(470) 223~~+972-~~0227~~ 50-731-0810

Registrant’s telephone number, including area code

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Securities ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of the ~~Exchange~~ Act: ~~(17 CFR 240~~None.~~14a-12)~~

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class registered	Trading Symbol(s)	Name of each exchange on which
Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant	SHAPU	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	SHAP	New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SHAPW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnTrust ~~February~~Agreement ~~22,~~Amendment 2024, Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Spree” or the “Company”) received notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is 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 acquisition company to maintain an average aggregate global market capitalization attributable to its publicly held shares (a “public float”) over a consecutive 30 trading day period of at least $40,000,000.

~~The~~On ~~Company~~December is17, ~~currently~~2024, ~~evaluating~~upon ~~possible alternatives~~approval inby ~~light~~the shareholders of ~~the~~Spree ~~Notice~~Acquisition Corp. ~~The~~1 Limited (“Spree” or the “Company”) of ~~has~~the aTrust ~~right~~Extension toProposal a(as ~~review~~defined ofand ~~the~~described ~~NYSE~~in ~~staff’s~~Item ~~determination~~5.07 bybelow), athe ~~committee~~Company ofentered into an amendment (the “Trust ~~board~~Agreement ofAmendment”) ~~directors~~to of the ~~NYSE~~Investment Management Trust Agreement, ~~which~~dated ~~the~~December ~~Company~~15, ~~may~~2021, ~~request~~as ~~within~~previously 10amended ~~business~~on ~~days~~June of12, 2023 ~~its~~and ~~receipt~~December of21, 2023 (the ~~Notice.~~“Trust IfAgreement”), by and between the Company ~~does not~~and ~~request~~Continental ~~such~~Stock aTransfer ~~review~~& Trust ofCompany, ~~the~~as ~~potential delisting~~trustee, orto ifextend ~~such~~the adate ~~review~~by ~~results~~which inthe aCompany ~~rejection~~must byconsummate ~~the~~its ~~committee~~initial ofbusiness ~~the~~combination ~~Company’s appeal~~from December 20, 2024 ~~the~~to ~~NYSE~~December ~~will~~20, ~~apply~~2025, toor ~~the~~such ~~Securities~~earlier ~~and~~date ~~Exchange~~as ~~Commission~~may tobe ~~delist~~determined by the Company’s ~~securities~~board ~~upon completion~~ of ~~all applicable procedures~~directors.

~~NYSE~~The ~~has~~foregoing ~~suspended~~description ~~trading~~is qualified in ~~the Company’s~~its ~~securities~~entirety ~~pending~~by ~~the~~reference ~~potential~~to ~~delisting~~the ~~process~~Trust orAgreement ~~any~~Amendment, ~~successful~~a ~~appeal~~copy byof ~~the~~which ~~Company. If the delisting~~ is ~~completed,~~attached ~~that~~as ~~could adversely~~Exhibit ~~affect~~10.1 ~~the~~hereto ~~liquidity~~ and ~~value~~is ofincorporated ~~the~~herein by ~~Company’s securities~~reference.

~~Forward-Looking~~Item ~~Statements~~5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Certain~~Extension ~~statements~~Amendment in this current report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events and actions, such as “will,” “intend,” “plan,” and “may,” and variations of such words, and similar expressions and future-looking language identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. The forward-looking statements in this current report include statements regarding our evaluation of our alternatives. Forward-looking statements are not guarantees of future events and actions, which may vary materially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by the Company or its management or board or third parties (including the NYSE), including those beyond the Company’s control. Such differences and uncertainties and related risks include, but are not limited to, ~~the~~Amended possibility that our securities may be delisted from the NYSE, the possibility that there may be negative effects to the Company’s ability to consummate an initial business combination, the market price of the Company’s securities or to the Company’s liquidity due to the Company’s non-compliance with the relevant NYSE continued listing standard and toRestated the Company in general, and potentially significant related costs for implementing the potential options available to the Company in connection therewith. The foregoing list of differences and risks and uncertainties is illustrative, but by no means exhaustive. For more information on factors that may affect the continued listing of the Company’s securities on NYSE and related actions and events, please review “Risk Factors” described in the Company’s filings with the United States Securities and Exchange Commission. These forward-looking statements reflect the Company’s expectations as of the date hereof. The Company undertakes no obligation to update the information provided herein, except as required by law.Articles

1On December 17, 2024, the Company’s shareholders approved an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Articles”), which became effective upon approval and will be filed with the Registrar of Companies in the Cayman Islands.

~~SIGNATURES~~The Extension Amendment extends the date by which the Company must consummate its initial business combination from December 20, 2024 to December 20, 2025, or such earlier date as may be determined by the Company’s board of directors.

~~Pursuant~~The toforegoing ~~the~~description ~~requirements of~~is ~~the~~qualified ~~Securities~~in ~~Exchange~~its entirety ~~Act~~by ofreference ~~1934,~~to ~~as amended,~~ the ~~registrant~~Extension ~~has~~Amendment, ~~duly~~a ~~caused~~copy ~~this~~of ~~report~~which toserves beas ~~signed~~Exhibit on3.1 ~~its~~hereto, ~~behalf~~and bywhich ~~the~~is ~~undersigned hereunto~~incorporated ~~duly~~herein ~~authorized~~by reference.

~~Date:~~Item ~~February~~5.07. ~~23,~~Submission ~~2024~~of Matters to a Vote of Security Holders.

	SPREE ACQUISITION CORP. 1 LIMITED
	By:	/s/ Shay Kronfeld
	Name:	Shay Kronfeld
	Title:	Chief Financial Officer

Extraordinary General Meeting

2On December 17, 2024, the Company held an extraordinary general meeting of the Company (the “Meeting”). At the Meeting, the Company’s shareholders approved each of the following proposals:

(i)

A proposal to approve, by way of special resolution, the Extension Amendment to Spree’s Amended and Restated Articles to extend the date by which Spree has to consummate a business combination from December 20, 2024 to December 20, 2025 or such earlier date as may be determined by the Company’s board of directors in its sole discretion (the “Articles Extension Proposal”).

(ii)

A proposal to approve the Trust Agreement Amendment, which amended the Trust Agreement, by and between the Company and Continental Stock Transfer & Trust Company to extend the date by which the Company would be required to consummate a business combination from December 20, 2024 to December 20, 2025, or such earlier date as may be determined by the Board in its sole discretion (the “Trust Extension Proposal”);

The affirmative vote of at least two-thirds (2/3) of the ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”), consisting of Class A ordinary shares and Class B ordinary share, voting as a single class, voted at the Meeting was required to approve the Articles Extension Proposal and the affirmative vote of at least 65% of the outstanding Ordinary Shares entitled to vote thereon was required to approve the Trust Extension Proposal. Each such requisite majority was achieved.

In connection with the vote on the Articles Extension Proposal, 1,837,509 publicly held Class A ordinary shares were redeemed, resulting in 5,973,192 Class A ordinary shares (consisting of 27,478 publicly held Class A ordinary shares, 945,715 Class A ordinary shares included in the private units sold to the Company’s sponsor concurrently with the Company’s initial public offering, and 4,999,999 sponsor-held founders shares that are Class A ordinary shares (which had been converted from Class B ordinary shares)), along with one Class B ordinary share, remaining outstanding.

Set forth below are the final voting results for each of the proposals:

Articles Extension Proposal

The Articles Extension Proposal was approved. The voting result for the Ordinary Shares was as follows:

For		Against		Abstain
7,240,915		0		0

Trust Extension Proposal

The Trust Extension Proposal was approved. The voting result for the Ordinary Shares was as follows:

For		Against		Abstain
7,240,915		0		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Amendments to Articles 49.7 and 49.8 of the Amended and Restated Memorandum and Articles of Association of the Company
10.1		Amendment to Investment Management Trust Agreement, dated as of December 17, 2024
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURES

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

SPREE ACQUISITION CORP. 1 LIMITED

By:	/s/ Shay Kronfeld
Name:	Shay Kronfeld
Title:	Chief Financial Officer

Date: December 17, 2024

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