As filed with the U.S. Securities and Exchange Commission on April 18, 2023

Registration No. 333-269751

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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Spree Acquisition Corp. 1 Limited
(Exact name of registrant as specified in its charter)

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1922 Wildwood Place NE
Atlanta, GA 30324
Tel.: +972-50-731-0810
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
Telephone: (302) 738-6680
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

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Copies to:

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Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this Registration Statement becomes effective and on completion of the Business Combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

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*           Immediately prior to the consummation of the Business Combination described in the proxy statement/prospectus forming part of this registration statement, Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Spree”), intends to effect a deregistration under the Cayman Islands Companies Act (2021 Revision) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Spree’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “WHC Worldwide, Inc.” upon the consummation of the Domestication. As used herein, “New WHC” refers to Spree after giving effect to the Domestication.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED APRIL 18, 2023

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
SPREE ACQUISITION CORP. 1 LIMITED

PROSPECTUS FOR 25,945,715 SHARES OF CLASS A COMMON STOCK,
10,472,857 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND
10,472,857 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS OF
SPREE ACQUISITION CORP. 1 LIMITED
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED WHC WORLDWIDE, INC. IN CONNECTION WITH THE DOMESTICATION DESCRIBED HEREIN)

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The board of directors of Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Spree”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated October 29, 2022 as amended by Amendment No. 1 to the Business Combination Agreement (as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and between Spree and WHC Worldwide, LLC, a Missouri limited liability company (“WHC”), copies of which are attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively, including the deregistration of Spree under Part XII of the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law (the “DGCL”), pursuant to which Spree’s jurisdiction of organization will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). As described in this proxy statement/prospectus, Spree’s shareholders are being asked to consider a vote upon each of the Domestication and the Business Combination, among other items. As used in this proxy statement/prospectus, “New WHC” refers to Spree after giving effect to the consummation of the Domestication. The requisite approval of the existing WHC members has already been obtained by the delivery of a written consent of certain WHC members.

Following the Business Combination, the combined company will be organized in an umbrella partnership corporation (or Up-C) structure, in which substantially all the assets and business of New WHC will be held by WHC and will operate through WHC and its subsidiaries, and New WHC will be a publicly listed holding company that will hold equity interests in WHC.

Assuming that no Spree public shareholders exercise their redemption rights with respect to the public shares, the ownership of the combined company after the Business Combination is expected to be as follows: current members of WHC, 39.9%; Spree public shareholders, 46.3%; and Spree Operandi, LP, and its wholly-owned U.S. subsidiary, Spree Operandi U.S. LP, as Spree’s Sponsor, 13.8%. Assuming that the Spree public shareholders exercise their redemption rights with respect to all of the public shares that may be redeemed while still enabling the minimum cash condition under the Business Combination Agreement to be met, the ownership of the combined company after the Business Combination is expected to be as follows: current members of WHC, 56.8%; Spree public shareholders, 23.1%; and Spree Operandi, LP, and its wholly-owned U.S. subsidiary, Spree Operandi U.S. LP, as Spree’s Sponsor, 20.1%. As described in this proxy statement/prospectus, Spree’s shareholders are being asked to consider and vote upon the Business Combination, the Domestication and the other proposals set forth herein.

This prospectus covers (i) 25,945,715 shares of New WHC Class A Common Stock, (ii) 10,472,857 New WHC Warrants to purchase shares of New WHC Class A Common Stock and (iii) 10,472,857 shares of New WHC Class A Common Stock underlying the New WHC Warrants, in each case issuable to the existing shareholders of Spree in connection with the Business Combination. This prospectus does not cover any shares that may be issued to holders of units of WHC in connection with the Business Combination.

Spree’s public shares and public warrants are currently listed on the NYSE under the symbols “SHAP” and “SHAP/W,” respectively. Spree intends to apply for listing, to be effective at the time of the Business Combination, of New WHC Class A Common Stock and New WHC Warrants on NYSE under the proposed symbols “ZTRP” and “ZTRP/W,” respectively. It is a condition of the consummation of the Business Combination that Spree receive confirmation from NYSE that New WHC has been conditionally approved for listing on NYSE. Spree believes that New WHC will satisfy all criteria for initial listing upon completion of the Business Combination.

This proxy statement/prospectus provides shareholders of Spree with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Spree. We encourage you to read the entire proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 30 of the proxy statement/prospectus.

NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE ISRAEL SECURITIES AUTHORITY, OR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated            , 2023, and is first being mailed to Spree’s shareholders on or about            , 2023.

SPREE ACQUISITION CORP. 1 LIMITED
1922 Wildwood Place NE
Atlanta, GA 30324

Dear Spree Acquisition Corp. 1 Limited Shareholders:

You are cordially invited to attend an extraordinary general meeting (the “extraordinary general meeting”) of Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Spree”), will be held at Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608, and via live webcast, accessible at https://www.cstproxy.com/spreeac/_______, at             a.m., Eastern Time, on             , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

At the extraordinary general meeting, Spree shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Business Combination Agreement, dated as of October 29, 2022, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of January 25, 2023 (as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Spree and WHC Worldwide, LLC, a Missouri limited liability company (“WHC”), copies of which are attached to the accompanying proxy statement/prospectus as Annex A-1, and Annex A-2, respectively, and the transactions contemplated thereby (as further described in the accompanying proxy statement/prospectus, collectively, the “Business Combination”).

As further described in the accompanying proxy statement/prospectus, the following transactions will occur pursuant to the Business Combination Agreement:

(a)     On the Closing Date, (A) Spree will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which Spree will change its name to “WHC Worldwide, Inc.” (for further details, see the section entitled “Proposal No. 2-The Domestication Proposal”), (B) each outstanding Class A ordinary share, par value $0.0001 per share of Spree (the “Class A ordinary shares”) and each outstanding Class B ordinary share, par value $0.0001 per share of Spree (the “Class B ordinary shares”) will become one share of Class A common stock, par value $0.0001 per share of New WHC (the “New WHC Class A Common Stock”), (C) each outstanding whole public warrant (as defined in the accompanying proxy statement/prospectus) to purchase one Class A ordinary share will represent the right to purchase one share of New WHC Class A Common Stock at an exercise price of $11.50 per share (each a “New WHC Warrant”) on the terms and subject to the conditions set forth in the Warrant Agreement governing the public warrants and (D) the governing documents of Spree will be amended and restated in connection with the Domestication.

(b)    (A) WHC will cause its existing limited liability company agreement to be amended and restated, (B) WHC will cause all of its limited liability company interests that are outstanding immediately prior to the Closing (as defined in the accompanying proxy statement/prospectus) to be re-classified into a number of Class B common units (“WHC Class B Common Units”) based on a pre-transaction equity value for WHC of $251 million, (C) New WHC will contribute cash to WHC in an amount equal to the Closing Date Contribution Amount (as defined in the accompanying proxy statement/prospectus) in exchange for a number of Class A common units of WHC (“WHC Class A Common Units”) (as determined pursuant to the Business Combination Agreement), and (D) New WHC will issue to WHC, and WHC will in turn (immediately following the date of the Closing) distribute to its preexisting members a number of shares of Class X common stock, par value $0.0001 per share, of New WHC (“New WHC Class X Common Stock”) (which will not have any economic rights but will initially entitle the holder thereof to five votes per share, and, following the 18-month anniversary of the Closing Date, one vote per share), equal to the number of WHC units held by them.

(c)     Concurrent with the execution of the Business Combination Agreement, the TRA Party Representative (as defined in the Tax Receivable Agreement referenced hereafter) entered into a tax receivable agreement (the “Tax Receivable Agreement”) with the persons from time to time that become a party thereto (such persons, collectively, the “TRA Participants”) under which New WHC will be required to pay the TRA Participants 85% of the amount of savings, if any, in U.S. federal, state and local income

tax that New WHC actually realizes (computed using certain simplifying assumptions) as a result of the increases in tax basis related to any exchanges of WHC Class B Common Units (together with New WHC Class X Common Stock) for New WHC Class A Common Stock.

(d)    Prior to the Closing, both Spree and WHC will use reasonable best efforts to enter into subscription agreements or security purchase agreements, in a form or forms to be mutually agreed upon by Spree and WHC, pursuant to which investors (“PIPE Investors”) will agree to subscribe for and purchase on a date no later than the Closing Date, shares of New WHC Class A Common Stock at a price of $10.00 per share (the “PIPE Financing”).

In addition to the consideration payable to all preexisting WHC members in the Business Combination, pursuant to the Business Combination Agreement, New WHC will issue to William M. George, Chief Executive Officer of WHC (the “Earnout Participant” or “WHC CEO”) a warrant to purchase an aggregate of 1,500,000 shares of New WHC Class A Common Stock at an exercise price per share equal to the greater of $10.00 and the closing price of the New WHC Class A Common Stock on the New York Stock Exchange (“NYSE”) on the date of the Closing (the “Earnout Warrant”). The Earnout Warrant will vest in three tranches, exercisable for 500,000 shares each, conditioned on the volume-weighted average price (VWAP) of the New WHC Class A Common Stock equaling or exceeding $14.00, $18.00 and $22.00, respectively, for any 20 trading days within a period of 30 consecutive trading days following the Closing and before the earlier of (i) the fourth anniversary of the Closing and (ii) the date on which the Earnout Participant ceases to be employed by New WHC or its affiliates. An additional, cash earn-out payment of $10 million will be payable to WHC, for distribution to the holders of the WHC Class B Common Units on a pro-rata basis (based on their respective ownership of pre-closing WHC limited liability company membership interests), if the aggregate transaction proceeds (as described in this proxy statement/prospectus) in the combined company at the Closing is in excess of $70 million, subject to written consent of the PIPE Investors, if any, in any Spree financings prior to or at Closing.

Following the Business Combination, the combined company will be organized in an umbrella partnership corporation (or Up-C) structure, in which substantially all the assets and business of New WHC will be held by WHC and will operate through WHC and its subsidiaries, and New WHC will be a publicly listed holding company that will hold equity interests in WHC.

At the extraordinary general meeting, you will also be asked to consider and vote upon the following additional proposals: (a) a proposal to approve the Domestication (the “Domestication Proposal”), (b) a proposal to approve the proposed certificate of incorporation (“Proposed Certificate of Incorporation”) and by-laws (“Proposed By-Laws”, and together with the Proposed Certificate of Incorporation, the “Proposed Governing Documents”) of New WHC upon the Domestication, copies of which are attached to the accompanying proxy statement/prospectus as Annexes B-1 and B-2 (the “Charter Proposal”), (c) proposals related to material changes to Spree’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”), which will be reflected in the Proposed Certificate of Incorporation and Proposed By-Laws (the “Other Governing Documents Proposals”), (d) a proposal to elect nominees to serve as directors of New WHC for staggered terms pursuant to the Proposed Governing Documents, effective upon the Closing (the “Director Election Proposal”), (e) a proposal to approve, for purpose of complying with Section 312.03 of the NYSE Listed Company Manual, the issuance of New WHC Class A Common Stock in connection with the Business Combination (the “NYSE Proposal”), (f) a proposal to approve and adopt the WHC Worldwide, Inc. 2022 Omnibus Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (“Incentive Award Plan Proposal”), (g) a proposal to approve and adopt the WHC Worldwide, Inc. 2023 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, (the “Employee Stock Purchase Plan Proposal”), and (h) a proposal to adjourn the extraordinary general meeting to a later date or dates to the extent necessary (the “Adjournment Proposal”).

The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Other Governing Documents Proposals, the Director Election Proposal, and the NYSE Proposal, (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. The presentation of the Incentive Award Plan Proposal and the Employee Stock Purchase Plan Proposal at the meeting is conditioned on the approval of the Condition Precedent Proposals. The presentation of the Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates to the extent necessary (A) to solicit additional proxies because there are not sufficient votes to approve the Condition Precedent Proposals, (B) in the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Spree (or WHC) has reasonably determined in good faith, based on the advice of outside legal counsel, is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the pre-Closing Spree shareholders prior to the extraordinary general meeting or (D) if Spree shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash proceeds to be received by Spree from the trust account in connection with the Business Combination, together with the aggregate gross proceeds from a PIPE Financing, equal no less than $50 million after deducting any amounts paid to Spree shareholders that exercise their redemption rights in connection with the Business Combination and after payment of certain expenses, would not be satisfied (such condition to the consummation of the Business Combination, the “Minimum Cash Condition”).

In connection with Spree’s IPO, on December 15, 2021, Spree’s sponsor, Spree Operandi, LP, and its wholly-owned U.S. subsidiary, Spree Operandi U.S. LP (collectively, the “Sponsor”), and Spree’s officers and directors, had entered into a letter agreement (the “IPO Letter Agreement”) pursuant to which they agreed, among other things, to vote their Spree Class B ordinary shares purchased prior to the IPO (the “founder shares”), as well as the Spree Class A ordinary shares included in the private units sold by Spree to the Sponsor in the IPO (“private placement shares”) and any additional Spree Class A ordinary shares purchased by them during or after the IPO (“public shares”), in favor of Spree’s initial business combination (including the proposals recommended by the Spree Board in connection with such business combination). Accordingly, we expect them to vote their shares in favor of all proposals being presented at the extraordinary general meeting. As of the date hereof, the Sponsor owns approximately 22.9% of our total outstanding Spree ordinary shares. In addition, the Sponsor and each of our officers and directors has entered into the Sponsor Letter Agreement (as described below).

In connection with the Business Combination, certain related agreements have been entered into, or will be entered into on or prior to the Closing Date, including the A&R WHC Worldwide, LLC Agreement, the Tax Receivable Agreement, the Support Agreement, the Sponsor Letter Agreement, the Voting Agreement and the Investor Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See the section entitled “Business Combination Proposal-Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Governing Documents, a holder of Spree’s public shares (a “public shareholder”) may request that Spree redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you hold Spree units, you must separate the underlying Spree Class A ordinary shares and Spree public warrants prior to tendering your Spree public shares. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Spree’s transfer agent, Continental Stock Transfer & Trust Company (“Continental”), in order to validly redeem its shares. Public shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Spree will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Spree’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2022, this would have amounted to approximately $10.34 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place prior to the Domestication and, accordingly, it is the public shares of Spree that will be redeemed. See “Extraordinary General Meeting of Spree- Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Concurrently with the execution of the Business Combination Agreement, WHC, the Sponsor, as the holder of all Class B ordinary shares, each of Messrs. Eran (Rani) Plaut, Nir Sasson, Shay Kronfeld, Joachim Drees, Steven Greenfield, David Riemenschneider and Philipp von Hagen (with the Sponsor, the “Insiders”) and Spree entered into a sponsor letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, (i) the Insiders agreed to vote in favor of each of the transaction proposals to be voted upon at the meeting of Spree shareholders, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) each Insider agreed to waive any adjustment to the conversion ratio set forth in the governing documents of Spree or any other anti-dilution or similar protection with respect to the Class B ordinary shares (including any that may result from the PIPE Financing contemplated to be consummated at the Closing), and (iii) at the option of WHC, the Sponsor will cancel any pre-Closing Spree warrants held by it in a manner proportionate to the extent of any Spree shareholder redemptions from Spree’s trust account that cause the aggregate cash proceeds from the trust account to be less than $50 million.

As of the date of the accompanying proxy statement/prospectus, the Sponsor and the other Insiders collectively own approximately 22.9% of Spree’s issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will Spree redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

Spree is providing the accompanying proxy statement/prospectus and accompanying proxy card to Spree’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by Spree’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of Spree’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 30 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Spree has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby and “FOR” all other proposals presented to Spree’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Spree, you should keep in mind that Spree’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal-Interests of Spree’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Other

Governing Documents Proposals, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal, the NYSE Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Incentive Award Plan Proposal and the Employee Stock Purchase Plan Proposal are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO SPREE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of Spree’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE ISRAEL SECURITIES AUTHORITY, OR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated             , 2023 and is first being mailed to shareholders on or about             , 2023.

SPREE ACQUISITION CORP. 1 LIMITED
1922 Wildwood Place NE
Atlanta, GA 30324

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON             , 2023

TO THE SHAREHOLDERS OF SPREE ACQUISITION CORP. 1 LIMITED:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Spree”), will be held at Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608, and via live webcast, accessible at https://www.cstproxy.com/spreeac/_______, at             a.m., Eastern Time, on             , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

•        Proposal No. 1 — The Business Combination Proposal-RESOLVED, as an ordinary resolution, that Spree’s entry into the Business Combination Agreement, dated as of October 29, 2022, as amended by Amendment No. 1 to the Business Combination Agreement dated as of January 25, 2023 (as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and between Spree and WHC Worldwide, LLC, a Missouri limited liability company (“WHC”), copies of which are attached to the proxy statement/prospectus as Annex A-1 and A-2, respectively pursuant to which, among other things, (a) (i) Spree will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which Spree will change its name to “WHC Worldwide, Inc.” (“New WHC”), (ii) each outstanding Class A ordinary share, par value $0.0001 per share of Spree (the “Class A ordinary shares”) and each outstanding Class B ordinary share, par value $0.0001 per share of Spree (the “Class B ordinary shares”) will become one share of Class A common stock, par value $0.0001 per share of New WHC (the “New WHC Class A Common Stock”), (iii) each outstanding whole public warrant (as defined in this proxy statement/prospectus) to purchase one Class A ordinary share will represent the right to purchase one share of New WHC Class A Common Stock at an exercise price of $11.50 per share (each a “New WHC Warrant”) on the terms and subject to the conditions set forth in the warrant agreement governing the public warrants, and (iv) the governing documents of Spree will be amended and restated in connection with the Domestication, and (b) (i) WHC will cause its existing limited liability company agreement to be amended and restated, (ii) WHC will cause all of its limited liability company interests existing immediately prior to the Closing (as defined in this proxy statement/prospectus) to be re-classified into a number of Class B common units (“WHC Class B Common Units”) (which will have full economic rights but no voting rights) based on a pre-transaction equity value for WHC of $251 million, (iii) New WHC will contribute the Closing Date Contribution Amount (as defined in this proxy statement/prospectus) to WHC in exchange for a number of WHC Class A common units (“WHC Class A Common Units”) equal to the number of shares of New WHC Class A Common Stock outstanding following the Closing, and (iv) New WHC will issue to WHC, and WHC will in turn (immediately following the date of the Closing) distribute to its preexisting members a number of shares of Class X common stock, par value $0.0001 per share, of New WHC (the “New WHC Class X Common Stock”) (which will not have any economic rights but will initially entitle the holder thereof to five votes per share, and following the 18-month anniversary of the Closing Date, one vote per share), equal to the number of WHC Class B Common Units held by WHC’s members, such that following the Business Combination, the combined company will be organized in an umbrella partnership corporation (or Up-C) structure, in which substantially all of the assets and business of New WHC will be held by WHC and will operate through WHC and its subsidiaries, and New WHC will be a publicly listed holding company that will hold equity interests in WHC, on the terms and subject to the conditions set forth in the Business Combination Agreement, certain related agreements (including the A&R WHC LLC Agreement, the Tax Receivable Agreement, the Support Agreement, the Sponsor Letter Agreement, the Voting Agreement, and the Investor Rights Agreement, each in the form attached to the proxy statement/prospectus, as Annex E, Annex F, Annex G, Annex H, Annex I, and Annex J, respectively), and the transactions contemplated thereby, be approved, ratified and confirmed in all respects.

•        Proposal No. 2 — The Domestication Proposal-RESOLVED, as a special resolution, that Spree be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, Spree continued and domesticated as a corporation under the laws of the state of Delaware and, conditional upon, and with effect from, the registration of Spree as a corporation in the State of Delaware, the name of Spree be changed from “Spree Acquisition Corp. 1 Limited” to “WHC Worldwide, Inc.”

•        Proposal No. 3 — The Charter Proposal-RESOLVED, as a special resolution, that, upon the Domestication, the amended and restated memorandum and articles of association of Spree (“Existing Governing Documents”) be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation of “WHC Worldwide, Inc.” and proposed by-laws upon the Domestication, copies of which are attached to the proxy statement/prospectus as Annex B-1 and Annex B-2, respectively (the “Proposed Certificate of Incorporation” and “Proposed By-Laws”, respectively).

•        Proposal 4 — Other Governing Documents Proposals-to consider and vote upon the following governance proposals regarding the Proposed Certificate of Incorporation and Proposed By-Laws (such proposals, collectively, the “Other Governing Documents Proposals”) and the following material differences between the Existing Governing Documents and the Proposed Certificate of Incorporation:

•        Proposal No. 4A — Other Governing Documents Proposal A-RESOLVED, that an amendment to change the authorized share capital of Spree from US$55,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each, to (a) 200,000,000 shares of New WHC Class A Common Stock, par value $0.0001 per share, (b) 40,000,000 shares of New WHC Class X Common Stock, par value $0.0001 per share and (c) 10,000,000 shares of preferred stock, par value $0.0001 per share, of New WHC (“New WHC Preferred Stock”) be approved.

•        Proposal No. 4B — Other Governing Documents Proposal B-RESOLVED, that an amendment to authorize the New WHC Board to issue any or all shares of New WHC Preferred Stock in one or more series, with such terms and conditions as may be expressly determined by the New WHC Board and as may be permitted by the Delaware General Corporation Law be approved.

•        Proposal No. 4C — Other Governing Documents Proposal C-RESOLVED, that an amendment to condition the ability of New WHC stockholders to take action by written consent in lieu of a meeting upon the beneficial ownership by holders of shares of New WHC Class X Common Stock holding a majority of the total voting power of outstanding stock in New WHC be approved.

•        Proposal No. 4D — Other Governing Documents Proposal D-RESOLVED, that amendments changing the special shareholder majorities required for removal of directors, and for amending the charter provisions related to the number, classification, filling of vacancies, and removal, of directors, be approved.

•        Proposal No. 4E — Other Governing Documents Proposal E-RESOLVED, that an amendment, reflected in the Proposed By-Laws, increasing the percentage of issued and outstanding shares required to be present in person or by proxy to constitute a quorum at a meeting of shareholders, from one-third to a majority, be approved.

•        Proposal No. 4F — Other Governing Documents Proposal F-RESOLVED, that certain other changes in connection with the replacement of the Existing Governing Documents with the Proposed Certificate of Incorporation as part of the Domestication, including (a) changing the post-Business Combination corporate name from “Spree Acquisition Corp. 1 Limited” to “WHC Worldwide, Inc.” (which is expected to occur upon the consummation of the Domestication),

(b) making New WHC’s corporate existence perpetual, (c) electing for New WHC to be governed by Section 203 of the DGCL relating to business combinations with interested stockholders, and (d) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination be approved.

•        Proposal No. 5 — The Director Election Proposal- RESOLVED, as an ordinary resolution, that the following nominees be elected as Class I, Class II and Class III directors, respectively, to serve for one year, two year and three year terms, respectively, pursuant to the Proposed Certificate of Incorporation: and as Class I directors; William M. George and as Class II directors; and as a Class III director.

•        Proposal No. 6 — The NYSE Proposal-RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of New WHC Class A Common Stock pursuant to the Business Combination be approved.

•        Proposal No. 7 — The Incentive Award Plan Proposal-RESOLVED, as an ordinary resolution, that the WHC Worldwide, Inc. 2022 Incentive Equity Plan, a copy of which is attached to the proxy statement/prospectus as Annex C, be adopted and approved.

•        Proposal No. 8 — The Employee Stock Purchase Plan Proposal-RESOLVED, as an ordinary resolution, that the WHC Worldwide, Inc. 2023 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex D, be adopted and approved.

•        Proposal No. 9 — The Adjournment Proposal-RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (a) to solicit additional proxies because there are not sufficient votes to approve the Condition Precedent Proposals, (b) in the absence of a quorum, (c) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Spree (or WHC) has reasonably determined in good faith, based on the advice of outside legal counsel, is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the pre-Closing Spree shareholders prior to the extraordinary general meeting or (d) if Spree shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash proceeds to be received by Spree from the trust account in connection with the Business Combination after payment of certain expenses, together with aggregate gross proceeds from a PIPE Financing equal no less than $50 million after deducting any amounts paid to Spree shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied, at the extraordinary general meeting, be approved.

Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Other Governing Documents Proposals, the Director Election Proposal and the NYSE Proposal, is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Incentive Award Plan Proposal and Employee Stock Purchase Plan Proposal are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on any other proposal.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on             , 2023 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to Spree’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of Spree’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 30 of this proxy statement/prospectus.

After careful consideration, the board of directors of Spree has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, and “FOR” all other proposals presented to Spree’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Spree, you should keep in mind that Spree’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal-Interests of Spree’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, a public shareholder may request of Spree that it redeem all or a portion of its public shares for cash if the Business Combination is consummated. If you hold Spree units, you must separate the underlying Spree Class A ordinary shares and Spree public warrants prior to tendering your Spree public shares. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     hold public shares;

(ii)    submit a written request to Continental, Spree’s transfer agent, in which you (i) request that Spree redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

(iii)   deliver your public shares to Continental, Spree’s transfer agent, physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on             , 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Spree’s transfer agent, Spree will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Spree’s initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2022, this would have amounted to approximately $10.34 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place prior to the Domestication and, accordingly, it is the public shares of Spree that will be redeemed. See “Extraordinary General Meeting of Spree — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Concurrently with the execution of the Business Combination Agreement, WHC, Spree Operandi, LP, and its wholly-owned U.S. subsidiary, Spree Operandi U.S. LP (collectively, the “Sponsor”) and each of Spree’s officers and directors, (together with the Sponsor, the “Insiders”) entered into the Sponsor Letter Agreement (the “Sponsor

Letter Agreement”) pursuant to which, among other things, (i) each Insider agreed to vote in favor of each of the transaction proposals to be voted upon at the meeting of Spree shareholders, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) each Insider agreed to waive any adjustment to the conversion ratio set forth in the governing documents of Spree or any other anti-dilution or similar protection with respect to the Class B ordinary shares (including any that may result from the PIPE Financing contemplated to be consummated at the Closing), and (iii) at the option of WHC, the Sponsor will cancel any pre-Closing Spree warrants held by it in a manner proportionate to the extent of any Spree shareholder redemptions from the trust account that cause the aggregate cash proceeds from the trust account to be less than $50 million.

The Insiders’ shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor and the other Insiders collectively own approximately 22.9% of Spree’s issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will Spree redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Other Governing Documents Proposals, the Director Election Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal, the NYSE Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Incentive Award Plan Proposal and the Employee Stock Purchase Plan Proposal are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TABLE OF CONTENTS

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning Spree, without charge, by written request to Spree Acquisition Corp. 1 Limited, 1922 Wildwood Place NE, Atlanta, GA 30324, or by telephone request at +972-50-731-0810; or            , our proxy solicitor, by calling            , or banks and brokers can call collect at            , or by emailing Spree at            , or from the SEC through the SEC website at http://www.sec.gov.

In order for Spree’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of Spree to be held on            , 2023, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by            , 2023.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

•        “A&R WHC LLC Agreement” are to the second amended and restated limited liability company agreement of WHC, amended and restated by WHC at the Closing, that, among other things, provides WHC unitholders (other than New WHC) with the right to exchange all or a portion of their WHC Class B Common Units (together with an equal number of shares of New WHC Class X Common Stock) for cash, or, at New WHC’s option, to exchange such Units (together with an equal number of shares of New WHC Class X Common Stock) for shares of New WHC Class A Common Stock of equivalent value, in each case subject to certain restrictions set forth therein;

•        “Ancillary Documents” are to the Investor Rights Agreement, Sponsor Letter Agreement, Tax Receivable Agreement, Support Agreement, the A&R WHC LLC Agreement, the Voting Agreement, the Earnout Warrant, and each other agreement, document, instrument and/or certificate executed, or contemplated to be executed, in connection with the Business Combination, including the contribution of the Closing Date Contribution Amount, the Closing Date Equity Contribution, and the Domestication;

•        “Articles of Association” are to the amended and restated articles of association of Spree;

•        “Business Combination” are to the Domestication and other transactions contemplated by the Business Combination Agreement, collectively, including a PIPE Financing, if any;

•        “Business Combination Agreement” are to that certain Business Combination Agreement, dated October 29, 2022, by and between Spree and WHC, as amended to date;

•        “Cayman Islands Companies Act” are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time;

•        “Class A ordinary shares” are to the Class A ordinary shares, par value $0.0001 per share, of Spree, which will automatically convert, on a one-for-one basis, into shares of New WHC Class A Common Stock in connection with the Domestication;

•        “Class B ordinary shares” or “founder shares” are to the 5,000,000 Class B ordinary shares, par value $0.0001 per share, of Spree outstanding as of the date of this proxy statement/prospectus that were initially issued to our Sponsor in a private placement prior to our initial public offering, and, in connection with the Domestication, will automatically convert, on a one-for-one basis, into shares of New WHC Class A Common Stock;

•        “Closing” are to the closing of the Business Combination;

•        “Closing Date” are to that date that is in no event later than the third (3rd) business day, following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described under the section entitled “Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination,” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other date as Spree and WHC may agree in writing;

•        “Closing Date Equity Contribution” means the contribution by New WHC to WHC, for distribution to the unitholders of WHC, of shares of New WHC Class X Common Stock in an amount equal to the number of WHC Class B Common Units outstanding on the Closing Date;

•        “Closing Date Contribution Amount” are to an amount equal to (a) the amount of cash in the trust account as of immediately prior to the Closing (and before, for the avoidance of doubt, giving effect to the redemptions of Spree public shares and the payment of the deferred underwriting commission payable to Stifel), less (b) the aggregate amount of cash required to fund Spree share redemptions from the trust account and the deferred underwriting commission payable to Stifel, plus (c) the aggregate closing proceeds from a PIPE Financing, if any;

•        “Code” are to the Internal Revenue Code of 1986, as amended;

•        “Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Other Governing Documents Proposal, the Director Election Proposal, and the NYSE Proposal, collectively;

•        “Continental” are to Continental Stock Transfer & Trust Company;

•        “DGCL” are to the Delaware General Corporation Law;

•        “Domestication” are to the transfer by way of continuation and deregistration of Spree from the Cayman Islands and the continuation and domestication of Spree as a corporation incorporated in the State of Delaware;

•        “Earnout Participant” are to William M. George, Chief Executive Officer of WHC;

•        “Earnout Warrant” are to the earnout warrant, substantially in the form attached as Annex L to this proxy statement/prospectus, to purchase an aggregate of 1,500,000 shares of New WHC Class A Common Stock at an exercise price per share equal to the greater of $10.00 and the closing price of the New WHC Class A Common Stock on the NYSE on the date of the Closing, to be issued to the Earnout Participant, and expiring upon the earlier of (i) the fourth (4th) anniversary of the Closing and (ii) the date on which the Earnout Participant ceases to be employed by New WHC or its affiliates;

•        “ESPP” are to the New WHC 2023 Employee Stock Purchase Plan to be considered for adoption and approval by the shareholders pursuant to the Employee Stock Purchase Plan Proposal;

•        “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•        “extraordinary general meeting” are to the extraordinary general meeting of Spree to be held at Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608, and via live webcast, accessible at https://www.cstproxy.com/spreeac/_______, at            a.m., Eastern Time, on            , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned;

•        “Extension Period” are to the additional period beyond the initial 15 months following the closing of Spree’s IPO during which Spree may consummate its initial business combination, consisting of (a) an additional three months, to a total of 18 months, if Spree has filed (i) a Current Report on Form 8-K reporting its entry into a definitive merger or acquisition agreement or (ii) a proxy statement, registration statement or similar filing for an initial business combination but has not completed the initial business combination within such 15-month period (such initial three-month Extension Period already applies, in light of the announcement of the prospective Business Combination between Spree and WHC), (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 Spree’s amended and restated memorandum and articles of association;

•        “Existing Governing Documents” are to the current Amended and Restated Memorandum and Articles of Association of Spree;

•        “FCPA” are to U.S. Foreign Corrupt Practices Act;

•        “Group Companies” are to, collectively, WHC and its subsidiaries;

•        “HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

•        “initial public offering” or “IPO” are to Spree’s initial public offering that was consummated on December 20, 2021;

•        “Insiders” are to the Sponsor and each of Spree’s officers and directors;

•        “Investor Rights Agreement” are to the investor rights agreement entered into by Spree, certain current members of WHC, and the Sponsor concurrently with the execution of the Business Combination Agreement pursuant to which, among other things, certain members of WHC and the Sponsor (i) each

agreed not to effect any sale or distribution of any equity securities of New WHC held by any of them during a lock-up period that will begin on the Closing Date and continue until the date that is the earlier of (i) 180 days after the Closing Date or (ii) at least 150 days subsequent to the Closing Date, if the last sale price of the New WHC Class A Common Stock 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 and (ii) were granted certain registration rights with respect to their Registrable Securities (as defined in the Investor Rights Agreement), in each case, on the terms and subject to the conditions set forth therein;

•        “IRS” are to the U.S. Internal Revenue Service;

•        “Memorandum of Association” are to the amended and restated memorandum of association of Spree;

•        “Minimum Cash Condition” are to the condition to Closing that the aggregate cash proceeds to be received by Spree from its trust account, following redemptions by Spree shareholders and payment of certain expenses, together with the aggregate gross proceeds from a PIPE Financing, if any, equal no less than $50 million;

•        “New WHC” are to WHC Worldwide, Inc. (which will be the new name of Spree upon and after the Domestication);

•        “New WHC Board” are to the board of directors of New WHC (formerly Spree);

•        “New WHC Common Stock” are to the New WHC Class A Common Stock and the New WHC Class X Common Stock;

•        “New WHC Class A Common Stock” are to the Class A common stock, par value $0.0001 per share, of New WHC;

•        “New WHC Class X Common Stock” are to the Class X common stock, par value $0.0001 per share of New WHC;

•        “New WHC Preferred Stock” are to the shares of preferred stock, par value $0.0001 per share of New WHC;

•        “number of initial WHC Class B Common Units” are to a number equal to (a) the quotient of (i) $251 million divided by (ii) $10.00 per share less (b) the number of issued and outstanding shares of New WHC Class A Common Stock after giving effect to, among other things, redemptions by Spree shareholders and a PIPE Financing, if any;

•        “NYSE” are to the New York Stock Exchange;

•        “ordinary shares” are to Spree’s Class A ordinary shares and Spree’s Class B ordinary shares;

•        “PFIC” are to a passive foreign investment company;

•        “private placement shares” are to the 945,715 Class A ordinary shares included in the private units that were issued to the Sponsor in a private placement simultaneously with the closing of Spree’s initial public offering;

•        “private warrants” are to the 472,858 private warrants of Spree, in the aggregate, that were included in the private units issued to the Sponsor in a private placement simultaneously with the closing of Spree’s initial public offering;

•        “private units” are to the 945,715 private units of Spree, each consisting of one private placement share and one-half of a warrant to purchase a Class A ordinary share (945,715 Class A ordinary shares and 472,858 private warrants, in the aggregate), that were issued to the Sponsor in a private placement simultaneously with the closing of Spree’s initial public offering;

•        “Proposed By-Laws” are to the proposed by-laws of New WHC to be effective upon the Domestication attached to this proxy statement/prospectus as Annex B-2;

•        “Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New WHC to be effective upon the Domestication attached to this proxy statement/prospectus as Annex B-1;

•        “Proposed Governing Documents” are to the Proposed Certificate of Incorporation and the Proposed By-laws;

•        “PRSUs” are to RSUs that are subject to one or more performance goals;

•        “public shareholders” are to holders of public shares, whether acquired in Spree’s initial public offering or acquired in the secondary market;

•        “public shares” are to 20,000,000 of the currently outstanding Class A ordinary shares of Spree, whether acquired in Spree’s initial public offering or acquired in the secondary market (but excluding the 945,715 private placement shares);

•        “public units” are to the 20,000,000 (consisting of 20,000,000 public shares and 10,000,000 public warrants) sold in Spree’s initial public offering;

•        “public warrants” are to the 10,000,000 warrants issued and sold together with the 20,000,000 public shares as part of the public units sold in Spree’s IPO;

•        “redemption” are to each redemption of public shares for cash pursuant to the Existing Governing Documents;

•        “RSUs” are to restricted stock units;

•        “SARs” are to stock appreciation rights;

•        “SEC” are to the Securities and Exchange Commission;

•        “Securities Act” are to the Securities Act of 1933, as amended;

•        “Sponsor” are to, collectively, Spree Operandi, LP, a Cayman Islands exempted limited partnership and its wholly-owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership;

•        “Sponsor Letter Agreement” are to the letter agreement entered into by the Insiders with Spree and WHC concurrently with the execution of the Business Combination Agreement pursuant to which the Sponsor agreed, among other things, (i) to vote in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) to not exercise any redemption rights with respect to any redeemable share capital of Spree held by the Sponsor, (iii) to waive any applicable adjustments to the conversion ratio set forth in the Existing Governing Documents of Spree or any other applicable anti-dilution or similar protections with respect to the Spree Class B ordinary shares held by it, and (iv) at the option of WHC, the Sponsor will cancel any pre-Closing Spree warrants held by it in a manner proportionate to the extent of any Spree shareholder redemptions from the trust account that cause the aggregate cash proceeds from the trust account to be less than $50 million;

•        “Spree,” “we,” “us” or “our” are to Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company, prior to the consummation of the Business Combination;

•        “Spree Acquisition Proposal” are to (a) any direct or indirect acquisition (or other business combination), in one or a series of related transactions under which Spree or any of its controlled affiliates, directly or indirectly, (i) acquires or otherwise purchases any other person(s), (ii) engages in a business combination with any other person(s) or (iii) acquires or otherwise purchases all or a material portion of the assets, equity securities or businesses of any other persons(s) (in the case of each of clause (i), (ii) and (iii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), (b) any equity, debt or similar investment in Spree or any of its controlled affiliates or (c) any other “Business Combination” as defined in Spree’s organizational documents;

•        “Spree Board” are to Spree’s board of directors;

•        “Spree Material Adverse Effect” are to any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on the ability of Spree to consummate the transactions contemplated by the Business Combination Agreement in accordance with its terms;

•        “Stifel” are to Stifel, Nicolaus & Company, Incorporated;

•        “TRA Participants” are to WHC and the other persons (other than New WHC and WHC) from time to time that become a party to the Tax Receivable Agreement;

•        “Transaction Proposals” are to all proposals to be brought for approval at the extraordinary general meeting;

•        “transfer agent” are to Continental, Spree’s transfer agent;

•        “trust account” are to the trust account established at the consummation of Spree’s initial public offering that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee;

•        “Units” are, collectively, to (i) the limited liability company common units of WHC, and following their reclassification prior to the Closing, the WHC Class B Common Units equal to the number of initial WHC Class B Common Units, and (ii) the WHC Class A Common Units that will be issued to New WHC in exchange for the Closing Date Contribution Amount (as defined in the Business Combination Agreement);

•        “U.S. GAAP” are the U.S. generally accepted accounting principles;

•        “VWAP” are to, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded.

•        “Warrant Agreement” are to that certain Warrant Agreement, dated as of December 15, 2021, by and between Continental Stock Transfer & Trust Company and Spree;

•        “WHC” are to WHC Worldwide, LLC, a Missouri limited liability corporation;

•        “WHC Class A Common Units” are to the WHC Class A common units, which will be issued to, and held by, New WHC;

•        “WHC Class B Common Units” are to the WHC Class B common units to be issued to WHC’s preexisting Unit holders;

•        “WHC Contribution Equity Amount” are to such number of WHC Class A Common Units to be issued to New WHC as equals the number of shares of New WHC Class A Common Stock then outstanding to be held by New WHC;

•        “WHC unitholders” are to the holders of WHC Class B Common Units and, where noted explicitly, New WHC as the holder of the WHC Class A Common Units; and

•        “2022 Plan” are to the New WHC 2022 Incentive Equity Plan to be considered for adoption and approval by the shareholders pursuant to the Incentive Award Plan Proposal.

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF SPREE

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Spree’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608, and via live webcast, accessible at https://www.cstproxy.com/spreeac/_______, at            a.m., Eastern Time, on            , 2023.

Q.     Why am I receiving this proxy statement/prospectus?

A.     As a Spree shareholder, you are being asked to approve Spree’s initial business combination. In particular, you are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, on the Closing Date, (i) (A) the Domestication will occur and Spree’s name will be changed to “WHC Worldwide, Inc.”, (B) each outstanding Class A ordinary share and each outstanding Class B ordinary share will become one share of New WHC Class A Common Stock, (C) each outstanding whole public warrant to purchase one Class A ordinary share will represent the right to purchase one share of New WHC Class A Common Stock at an exercise price of $11.50 per share (each a “New WHC Warrant”) on the terms and subject to the conditions set forth in the warrant agreement governing the public warrants and (D) Spree will amend and restate its Existing Governing Documents by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and Proposed By-Laws in connection with the Domestication, and (ii) (A) WHC will cause its existing limited liability company agreement to be amended and restated, (B) WHC will cause all of its limited liability company interests existing immediately prior to the Closing to be re-classified into the number of initial WHC Class B Common Units that is based on a formula tied to the pre-transaction equity value of WHC as set forth in the Business Combination Agreement, (C) New WHC will contribute to WHC (x) the amount of cash in the trust account established by Spree with the proceeds from its initial public offering as of immediately prior to the Closing (and before giving effect to the exercise of redemption rights by any Spree shareholders), minus (y) the aggregate amount of cash required to fund the public share redemptions and any other obligations to be funded from the trust account, plus (z) the aggregate cash proceeds to be received by New WHC from the PIPE Financing, and in exchange for that contribution, WHC will issue to New WHC a number of WHC Class A Common Units equal to the WHC Contribution Equity Amount, (D) New WHC will issue to WHC, and WHC will in turn (immediately following the date of the Closing) distribute to its unitholders, the number of shares of New WHC Class X Common Stock (which will have no economic value but will initially entitle the holder thereof to five votes per share, and following the 18-month anniversary of the Closing Date, one vote per share) that is equal to the number of WHC Class B Common Units held by such unitholders. At the conclusion of the transactions under the Business Combination Agreement, the combined company will be organized in an umbrella partnership corporation (or Up-C) structure, in which substantially all of the assets and business of New WHC will be held by WHC and will operate through WHC and its subsidiaries, and New WHC will be a publicly listed holding company that will hold equity interests in WHC.

In addition to the consideration payable to all preexisting WHC members in the Business Combination, pursuant to the Business Combination Agreement, New WHC will issue to the Earnout Participant, an Earnout Warrant to purchase an aggregate of 1,500,000 shares of New WHC Class A Common Stock at an exercise price per share equal to the greater of $10.00 and the closing price of the New WHC Class A Common Stock on the NYSE on the date of the Closing. The Earnout Warrant will vest in three tranches, exercisable for 500,000 shares each, conditioned on the volume-weighted average price (VWAP) of the New WHC Class A Common Stock equaling or exceeding $14.00, $18.00 and $22.00, respectively, for any 20 trading days within a period of 30 consecutive trading days following the Closing and before the earlier of (i) the fourth anniversary of the Closing and (ii) the date on which the Earnout Participant ceases to be employed by New

WHC or its affiliates. An additional, cash earn-out payment of $10 million will be payable to WHC, for distribution to the holders of the WHC Class B Common Units on a pro-rata basis (based on their respective ownership of pre-closing WHC limited liability company membership interests), if the aggregate transaction proceeds in the combined company at the Closing is in excess of $70 million, subject to written consent of the PIPE Investors in any Spree financings prior to or at Closing.

See “Business Combination Proposal.”

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.

The approval of each of the Business Combination Proposal, along with each of certain additional proposals, consisting of the Other Governing Documents Proposals, the Director Election Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal, the NYSE Proposal and the Adjournment Proposal, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, whereas the approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “What amendments will be made to the current constitutional documents of Spree?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q.     What proposals are shareholders of Spree being asked to vote upon?

A.     At the extraordinary general meeting, Spree is asking holders of its ordinary shares to consider and vote upon fourteen (14) separate proposals, of which six (6) are governance proposals:

•        a proposal to approve, by ordinary resolution, and to adopt, the Business Combination Agreement, and the transactions contemplated thereby;

•        a proposal to approve, by special resolution, the Domestication;

•        a proposal to approve, by special resolutions, the amendment and restatement, in their entirety, of the Existing Governing Documents, and substitution in their place of the Proposed Certificate of Incorporation and Proposed By-Laws;

•        the following governance proposals, which would approve the following material differences between the Existing Governing Documents and the Proposed Governing Documents:

•        an amendment to change the authorized share capital of Spree from $55,500 divided into 500,000,000 Class A ordinary shares of a par value of $0.0001 each, 50,000,000 Class B ordinary shares of a par value of $0.0001 each and 5,000,000 preference shares of a par value of $0.0001 each to (a) 200,000,000 shares of New WHC Class A Common Stock, (b) 40,000,000 shares of New WHC Class X Common Stock and (c) 10,000,000 shares of New WHC Preferred Stock;

•        an amendment to authorize the New WHC Board to issue any or all shares of New WHC Preferred Stock in one or more series, with such terms and conditions as may be expressly determined by the New WHC Board and as may be permitted by the DGCL;

•        an amendment to condition the ability of New WHC stockholders to take action by written consent in lieu of a meeting upon the beneficial ownership by holders of shares of New WHC Class X Common Stock of a majority of the total voting power of outstanding stock in New WHC;

•        an amendment changing the special shareholder/stockholder majorities required for removal of directors, and for amending the charter provisions related to the number, classification, filling of vacancies, and removal, of directors;

•        an amendment increasing the percentage of issued and outstanding shares required to be present in person or by proxy to constitute a quorum at a meeting of shareholders/stockholders, from one-third to a majority; and

•        certain other amendments reflected in the Proposed Governing Documents;

•        a proposal to elect nominees to serve as directors of New WHC for staggered terms pursuant to the Proposed Governing Documents, effective upon the Closing;

•        a proposal to approve by ordinary resolution, and in compliance with the NYSE Listing Rules, the issuance of greater than 20% of the number of outstanding shares of New WHC Class A Common Stock as part of the Business Combination;

•        a proposal to approve and adopt by ordinary resolution the 2022 Plan;

•        a proposal to approve and adopt by ordinary resolution the ESPP; and

•        a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

For more information, please see “Business Combination Proposal”, “Domestication Proposal”, “Charter Proposal”, “Other Governing Documents Proposals”, “NYSE Proposal”, “Incentive Award Plan Proposal”, “Employee Stock Purchase Plan Proposal” and “Adjournment Proposal.”

Spree will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Spree should read it carefully.

After careful consideration, the Spree Board has determined that the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, each of the Other Governing Documents Proposals, the Director Election Proposal, the NYSE Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal, and the Adjournment Proposal are in the best interests of Spree and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Spree’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Spree and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spree’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Spree’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q.     What interests do our Sponsor, current officers and directors, and the current WHC unitholders have in the Business Combination?

A:     In considering the recommendation of the Spree Board to vote in favor of the Business Combination, Spree shareholders should be aware that, aside from their interests as shareholders, the Sponsor and Spree’s directors and officers, and the current WHC unitholders, have interests in the Business Combination that are different

from, or in addition to, those of our other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that the Sponsor has agreed not to redeem any Class A ordinary shares held by it in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that the Sponsor paid an aggregate of $25,000 for the 5,000,000 Class B ordinary shares currently owned by the Sponsor and such securities will have a significantly higher value at the time of the Business Combination (the Class A ordinary shares into which the Class B ordinary shares are convertible have an aggregate market value of approximately $            million, based on the closing price of Class A ordinary shares of $            on the NYSE on            , 2023);

•        the fact that Sponsor paid $9,457,150 for its private units, and that the 945,715 private units would be worthless if a business combination is not consummated by June 20, 2023 (or before the end of any additional Extension Period, if applicable). The private placement shares and private warrants included in the private units have an aggregate market value of approximately $            million, based on the closing price of Class A ordinary shares of $            and the closing price of the public warrants of $            on the NYSE on            , 2023;

•        the fact that the Sponsor and Spree’s current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if Spree fails to complete an initial business combination by June 20, 2023 (or before the end of any additional Extension Period, if applicable);

•        the fact that given the differential in the purchase price that the Sponsor paid for the founder shares as compared to the price of the public units sold in the IPO and the substantial number of Class A ordinary shares that the Sponsor will receive upon conversion of the Class B ordinary shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New WHC Class A Common Stock trades below the price initially paid for the public units in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

•        the fact that the Investor Rights Agreement has been entered into by the Sponsor;

•        the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or any of its affiliates to Spree in an aggregate amount of up to $1,500,000 may be converted into warrants, at the price of $1.00 per warrant, at the option of the lender, in connection with the consummation of the Business Combination;

•        the continued indemnification of Spree’s directors and officers and the continuation of Spree’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

•        the fact that the Sponsor and Spree’s officers and directors will lose their entire investment in Spree and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by June 20, 2023 (or before the end of any additional Extension Period, if applicable). As of the date of this proxy statement/prospectus, there were no reimbursable out-of-pocket expenses outstanding;

•        the fact that the Sponsor and Spree’s officers and directors may be eligible to participate in future compensation programs;

•        the fact that if the trust account is liquidated, including in the event Spree is unable to complete an initial business combination by June 20, 2023 (or before the end of any additional Extension Period, if applicable), the Sponsor has agreed to indemnify Spree to ensure that the proceeds in the trust account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Spree has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Spree, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

•        the fact that Spree may be entitled to distribute or pay over funds held by Spree outside the trust account to the Sponsor or any of its affiliates prior to the Closing; and

•        certain of our officers and directors are affiliates of Sponsor, which holds 945,715 Class A ordinary shares, which were issued in a private placement together with private warrants, and 5,000,000 Class B ordinary shares, which are convertible into Class A ordinary shares, totaling approximately a 22.9% equity stake in Spree.

Q.     What interests may the Sponsor have in completing the Business Combination, even if the Business Combination causes the trading price of Spree’s Class A ordinary shares (which will become shares of New WHC Class A Common Stock) to materially decline?

A:     The Sponsor invested an aggregate of $9,482,150 in Spree, comprised of the $25,000 purchase price for the Class B ordinary shares and the $9,457,150 purchase price for the private units. The amount held in our trust account was approximately $206,826,000 as of December 31, 2022, implying a value of $10.34 per public share.

The following table shows the public shareholders’ and the Sponsor’s investment per share and how these compare to the implied value of one share of New WHC Class A Common Stock upon the completion of the Business Combination. The following table assumes that (i) our valuation is $206,826,000 (which is the amount we held in our trust account as of December 31, 2022), (ii) no additional interest is earned on the funds held in the trust account, (iii) no public shares are redeemed in connection with the Business Combination and (iv) all Class B ordinary shares are held by the Sponsor upon completion of the Business Combination, and does not take into account other potential impacts on our valuation at the time of the Business Combination, such as (a) the trading price of our Class A ordinary shares, (b) the transaction costs incurred in connection with the Business Combination (including payment of a $9,000,000 deferred underwriting fee), (c) any equity issued or cash paid to the current WHC unitholders, (d) any equity issued to other third party investors, (e) the transfer of any private units from the Sponsor to the current WHC unitholders, (f) the vesting or exercise of the Earnout Warrant, (g) the forfeiture by the Sponsor of any pre-Closing Spree warrants held by it due to Spree shareholder redemptions pursuant to the Sponsor Letter Agreement, or (h) WHC’s business itself.

____________

(1)      While the public shareholders’ investment is in both the public shares and the public warrants, for purposes of this table the full investment amount is ascribed to the public shares only.

(2)      The Sponsor’s total investment in the equity of the company, inclusive of the $25,000 paid for the Class B ordinary shares and the Sponsor’s $9,457,150 investment in the private warrants, is $9,482,150.

(3)      The implied value per share of New WHC Class A Common Stock is calculated by dividing the total amount of funds in the trust account by the total ordinary shares outstanding, which includes the public shares, founder shares and private placement shares.

Based on these assumptions, each share of New WHC Class A Common Stock would have an implied value of $7.97 per share upon completion of the Business Combination, representing a 22.9% decrease from the initial implied value of $10.34 per public share. While the implied value of $7.97 per share upon completion of the Business Combination would represent a dilution to Spree’s public shareholders, this would represent a significant increase in value for the Sponsor relative to the price it paid for each share (including Class B ordinary shares and private placement shares). At $7.97 per share, the 5,945,715 shares of New WHC Class A Common Stock that the Sponsor would own upon completion of the Business Combination would have

an aggregate implied value of $47,387,349. As a result, even if the trading price of the New WHC Class A Common Stock significantly declines following the consummation of the Business Combination, the value of the shares held by the Sponsor will be significantly greater than the amount the Sponsor paid to purchase such shares. In addition, the Sponsor could potentially recoup its entire investment, inclusive of its investment in the private units, even if the trading price of the New WHC Class A Common Stock after the initial business combination is as low as $1.59 per share. As a result, the Sponsor is likely to earn a substantial profit on its investment in us upon disposition of shares of New WHC Class A Common Stock even if the trading price of New WHC Class A Common Stock declines after we complete the Business Combination. The Sponsor may therefore be economically incentivized to complete the Business Combination, even if its terms are not in the best interests of the public shareholders, rather than liquidating Spree. This dilution would increase to the extent that public shareholders seek redemptions from the trust account for their public shares. See “Risk Factors — Risks Related to the Business Combination and Spree — 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 have existed in determining whether the Business Combination with WHC 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.”

Q.     Why is Spree proposing the Business Combination?

A.     Spree is a blank check company incorporated on August 6, 2021 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. Although Spree is not limited to a particular industry or geographic region for the purpose of consummating a business combination, it has been focusing its search on mobility-related technology businesses.

Spree has utilized several, non-exclusive criteria and guidelines in evaluating prospective targets for its initial business combination. We have focused on target businesses or assets that operate in a large addressable market within the mobility sector and related technologies. We have prioritized businesses with the following additional attributes:

•        Middle-market businesses

•        Established platform at inflection point of growth

•        Benefit from being a public company, based on broader access to capital, a heightened public profile and a medium-long term financing strategy that benefits from the public capital markets.

•        Technology-driven business model.

•        Set up for long term growth and therefore possesses a competitive edge.

•        Experienced management team that is suitable as a candidate for a public listing.

•        Significant growth prospects based on significant embedded and/or underexploited opportunities that benefit from access to public capital markets to accelerate growth.

Based on our due diligence investigations of the mobility industry, including the financial and other information provided by WHC in the course of negotiations, the Spree Board believes that WHC’s business meets the criteria and guidelines listed above. However, there is no assurance of this. See “Business Combination Proposal — The Spree Board’s Reasons for the Business Combination.”

Although the Spree Board believes that the Business Combination with WHC presents a unique business combination opportunity and is in the best interests of Spree and its shareholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. Those factors are discussed in greater detail in the sections entitled “Business Combination Proposal — The Spree Board’s Reasons for the Business Combination” and “Risk Factors — Risks Related to the Business Combination and Spree.”

Q.     Did the Spree Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     No. The Spree Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, Spree’s management, the members of the Spree Board and the other representatives of Spree have substantial experience in evaluating the operating and financial merits of companies similar to the mobility business of WHC. In addition, the Spree Board considered financial and product data of a number of publicly traded mobility companies selected based on the experience and professional judgement of Spree’s management team, which included Uber, Lyft and other similar companies. Investors will be relying solely on the judgment of the Spree Board in valuing WHC’s business and assuming the risk that the Spree Board may not have properly valued such business. For purposes of determining the ultimate valuation reflected in the non-binding term sheet and definitive Business Combination Agreement, Spree considered the growth of the technology-driven mobility business as well as the potential market opportunity and relied principally on the information received from WHC, comparable mobility businesses and the precedent mobility transactions that the Spree Board was aware of. For a more detailed description of the process by which the parties to the transaction agreed upon a $251 million valuation for WHC and the Spree Board’s consideration of WHC’s projected financial information and other data in connection with ultimately approving the transaction and determining that the transaction satisfied the 80% test (related to the minimal value of target company relative to the assets in trust of a special purpose acquisition company, or SPAC, like Spree), see “Business Combination Proposal — Background to the Business Combination” and “— The Spree Board’s Reasons for the Business Combination.”

Q.     What will WHC’s and Spree’s equity holders receive in return for the Business Combination with Spree?

A.     Following the Business Combination, the combined company will be organized in an Up-C structure, in which substantially all of the assets and business of New WHC will be held by New WHC and will operate through WHC and its subsidiaries, and New WHC will be a publicly listed holding company that will hold an equity interest in WHC. In accordance with the terms and subject to the conditions of the Business Combination Agreement, all of the limited liability company interests of WHC existing immediately prior to the Closing will be re-classified into the number of initial WHC Class B Common Units that is based on a formula tied to the pre-transaction equity value of WHC as set forth in the Business Combination Agreement.

This organizational structure will allow WHC’s current members to retain a direct equity ownership in WHC in the form of WHC Class B Common Units, which will share in the profits and losses of WHC but will have no voting rights. Current members of WHC will also hold a number of shares of New WHC Class X Common Stock that is equal to the number of Units that they hold. Such shares of New WHC Class X Common Stock will have no economic value, but will initially entitle the holder thereof to five votes per share (and, following the 18-month anniversary of the Closing Date, one vote per share) at any meeting of the stockholders of New WHC. That enhanced initial voting power was accorded to the New WHC Class X Common Stock in order to ensure that the pre-combination equity holders of WHC hold a majority of the voting power regardless of the number of Class A ordinary shares redeemed by Spree’s public shareholders in the Business Combination. That majority voting power is one of several factors that will help to ensure that WHC is deemed the acquirer in the Business Combination from an accounting perspective, which is favorable from a tax perspective to the existing equity holders of WHC. Those investors who, prior to the Business Combination, held Class A ordinary shares or Class B ordinary shares of Spree will, by contrast, hold their equity ownership in New WHC, a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes. The Earnout Participant (the CEO of WHC) will also potentially have the opportunity to receive equity ownership in New WHC, subject to the fulfillment of the vesting conditions for the Earnout Warrant, including the Earnout Participant’s continued employment by New WHC or its affiliates following the Business Combination. The parties agreed to structure the Business Combination in this manner for tax and other business purposes, and we do not believe that the contemplated Up-C organizational structure will give rise to any significant business or strategic benefit or detriment. See the section entitled “Risk Factors — Risks Related to the Business Combination and Spree” for additional information on our organizational structure, including the Tax Receivable Agreement. The A&R WHC LLC Agreement will provide WHC unitholders the right to exchange all or a portion of their Units (together with an equal number of shares of New WHC Class X Common Stock) for an equal number of shares of New WHC Class A Common Stock, or, at New WHC’s option, to have their Units (together with an equal number of shares of New WHC Class X Common Stock) redeemed for cash of equivalent value, subject to certain adjustments and restrictions set forth therein.

Below is an overview of the securities to be received in the Business Combination, which is not intended to be comprehensive. For further detail, see “Description of the Company’s Securities” and “The Business Combination Proposal — A&R WHC LLC Agreement.”

Q.     What is the Tax Receivable Agreement?

A.     Concurrent with the execution of the Business Combination Agreement, the TRA Party Representative (as defined in the Tax Receivable Agreement referenced below) entered into a tax receivable agreement with the persons from time to time that become a party thereto. Pursuant to the Tax Receivable Agreement, New WHC will be required to pay the TRA Participants 85% of the amount of savings, if any, in U.S. federal, state and local income tax that New WHC actually realizes (computed using certain simplifying assumptions) as a result of the increases in tax basis and certain other tax benefits related to any exchanges of WHC Class B common units (together with the forfeiture of New WHC Class X Common Stock) for New WHC Class A Common Stock. For more information on the Tax Receivable Agreement, please see the section entitled “Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

Q.     How will the combined company be managed following the business combination?

A.      Following the Closing, it is expected that the current management of WHC will become the management of New WHC, and the New WHC Board will consist of five members, which will be divided into three classes (Class I, II and III) with Class I and Class II each initially consisting of two directors and Class III initially consisting of one director. In addition, pursuant to the Business Combination Agreement, the New WHC Board will include one director designated by the Sponsor, subject to the approval of WHC (not to be unreasonably withheld), who qualifies as an “independent director” under the listing rules of NYSE and Rule 10A-3 of the Exchange Act (the “Spree Sponsor Designee”) and four directors designated by WHC, subject in the case of one such director to the approval of Spree and the Sponsor (not to be unreasonably withheld), two of whom must qualify as “independent directors” under the listing rules of NYSE and Rule 10A-3 of the Exchange Act, among other requirements. Please see the section entitled “Management Following the Business Combination” for further information.

Q.     What equity stake will current Spree shareholders and WHC and its affiliates hold in New WHC immediately after the consummation of the Business Combination?

A.      As of the date of this proxy statement/prospectus, there are (i) 20,945,715 Class A ordinary shares, par value $0.0001 per share, issued and outstanding, of which 20,000,000 were issued and sold in Spree’s initial public offering and 945,715 were issued and sold to the Sponsor as part of the private units of Spree sold to the Sponsor concurrently with the IPO, and (ii) 5,000,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding, which were issued to Spree’s Sponsor. Therefore, as of the date of this proxy statement/prospectus

(without giving effect to the Business Combination and assuming that none of Spree’s outstanding public shares are redeemed in connection with the Business Combination), Spree’s fully-diluted share capital (excluding Class A ordinary shares underlying outstanding warrants) would be 25,945,715 ordinary shares.

The following table illustrates varying ownership levels in New WHC Class A Common Stock immediately following the consummation of the Business Combination, as well as possible sources and extents of dilution for non-redeeming public shareholders, under the various redemption scenarios set forth in the table, and subject to the additional assumptions set forth in the footnotes to the table. If the actual facts are different than those assumptions, the ownership percentages in New WHC will be different. All of the scenarios assume that no additional capital is contributed and that the Spree trust account funds are the only source of capital.

____________

(1)      Assumes that no public shares are redeemed, and potential dilution from the sources identified above are excluded.

(2)      Assumes that 6,000,000 public shares are redeemed, which amount represents approximately the midpoint between the no redemption scenario and the contractual maximum redemption scenario, and potential dilution from the sources identified above are excluded.

(3)      Assumes that 13,148,740 public shares are redeemed, which represents the estimated maximum number of public shares that may be redeemed while still enabling the Minimum Cash Condition to be met, and potential dilution from the sources identified above are excluded.

(4)      Reflects vote-only New WHC Class X Common Stock issued to unitholders of WHC in connection with the Business Combination. Each share of New WHC Class X Common Stock, together with its corresponding WHC Class B Common Unit (together, a “Paired Interest”), is exchangeable for an amount of shares of New WHC Class A Common Stock equal to the product of the number of Paired Interests exchanged multiplied by the applicable exchange rate. As of the Closing of the Business Combination, the applicable exchange rate shall be one, subject to adjustment for any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise).

(5)      Assuming the exercise and conversion of all of the securities listed in the table above under the heading “Potential sources of dilution” following the Closing, the Sponsor and its affiliates’ total potential ownership in New WHC is estimated to be approximately 9.7% of outstanding New WHC Class A Common Stock in a no redemptions scenario, 10.8% in an illustrative redemption scenario and 12.5% in a contractual maximum redemption scenario.

(6)      Assumes that no private warrants are forfeited by the Sponsor despite the maximum level of redemptions.

(7)      Assumes that all 1,500,000 shares underlying the Earnout Warrant are earned. The Earnout Warrant will vest in three tranches, exercisable for 500,000 shares each, conditioned on the VWAP of the New WHC Class A Common Stock equaling or exceeding $14.00, $18.00 and $22.00, respectively, for any 20 trading days within a period of 30 consecutive trading days following the Closing.

(8)      The percentages with respect to each additional potential source of dilution set forth in the table includes the full number of shares issuable with respect to the applicable additional potential source of dilution in both the numerator and denominator. To the extent that any shares of New WHC Class A Common Stock are issued in a PIPE Financing, such issuance will result in further dilution.

Q.     Why is Spree proposing the Domestication?

A.     Our board of directors believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, our board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The board of directors believes that there are several reasons why transfer by way of continuation to Delaware is in

the best interests of Spree and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Q.     What amendments will be made to the current constitutional documents of Spree?

A.     The consummation of the Business Combination is conditioned on, among other things, the Domestication. Accordingly, in addition to voting on the Business Combination, Spree’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace Spree’s Existing Governing Documents under Cayman Islands law with the Proposed Governing Documents, in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects:

Q.     How will the Domestication affect my ordinary shares?

A.     In connection with the Domestication, on the Closing Date prior to Closing, each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary share of Spree will be converted, on a one-for-one basis, into shares of New WHC Class A Common Stock. See “Domestication Proposal.”

Q.     What are the U.S. federal income tax consequences of the Domestication?

A.     As discussed more fully under “U.S. Federal Income Tax Considerations”, in the opinion of Greenberg Traurig, LLP, U.S. tax counsel to Spree, the Domestication should constitute a tax-deferred reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as Spree, this result is not entirely free from doubt. Assuming the Domestication qualifies as a tax-deferred reorganization within the meaning of

Section 368(a)(1)(F), and subject to the discussion of the “passive foreign investment company” (“PFIC”) rules below, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations-U.S. Holders” below) generally will be subject to Section 367(b) of the Code and, as a result of the Domestication:

•        a U.S. Holder who on the day of the Domestication beneficially owns (actually and constructively) public shares with a fair market value of less than $50,000 generally should not recognize any gain or loss and will not be required to include any part of Spree’s earnings in income;

•        a U.S. Holder who on the day of the Domestication beneficially owns (actually and constructively) public shares with a fair market value of $50,000 or more, which represent less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% of the total value of all classes of our stock, generally should recognize gain (but not loss) in respect of the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to its public shares provided certain other requirements are satisfied; and

•        a U.S. Holder who on the day of the Domestication beneficially owns (actually and constructively) public shares with a fair market value of $50,000 or more, which represent 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock, generally should be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to the public shares held directly by such U.S. Holder provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend as a result of the application of Section 245A of the Code (participation exemption).

Spree does not expect to have significant cumulative earnings and profits through the date of the Domestication, and, accordingly, does not expect that the “all earnings and profits amount” attributable to the public shares held by any given U.S. Holder would be significant under the above rules.

Furthermore, even if the Domestication qualifies as a “reorganization” under Section 368(a)(1)(F) of the Code, a U.S. Holder of public shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its public shares for shares of New WHC Class A Common Stock pursuant to the Domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of the shares of New WHC Class A Common Stock received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding public shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and, if applicable, an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “U.S. Federal Income Tax Considerations.”

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s shares of New WHC Class A Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. As more fully described in the section entitled “U.S. Federal Income Tax Considerations”, because of the inherently factual nature of the tests (as described below) under the applicable Treasury Regulations to determine the applicability of Section 367(b) of the Code to any particular U.S. Holder, the uncertainty regarding the application of certain provisions of the PFIC rules and the inherently factual nature of the PFIC status of Spree, counsel is unable to opine on the application of these rules to any particular U.S. Holder on the receipt of New WHC Class A Common Stock in exchange for public shares in the Domestication. All holders are urged to consult their tax advisor on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”

Q.     Do I have redemption rights?

A.     If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held

by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to waive their redemption rights with respect to all of their ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q.     How do I exercise my redemption rights?

A.     If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

(i)     hold public shares;

(ii)    submit a written request to Continental, Spree’s transfer agent, in which you (i) request that we redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

(iii)   deliver your public shares to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. The address of Continental, Spree’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of December 31, 2022, this would have amounted to approximately $10.34 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, our transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, our transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place prior to the Domestication and, accordingly, it is the public shares of Spree that will be redeemed.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     We expect that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders”) that exercises its redemption rights to receive cash from the trust account in exchange for its public shares will be treated as selling such public shares, resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption would instead be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that such U.S. Holder owns or is deemed to own prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations — Effects to U.S. Holders of Exercising Redemption Rights.”

All holders of our public shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q.     What happens to the funds deposited in the trust account after consummation of the Business Combination?

A.     Following the closing of our initial public offering, an amount equal to $204,000,000 ($10.20 per public unit) of the net proceeds from our initial public offering and the sale of the private units was placed in the trust account. As of December 31, 2022, funds in the trust account totaled approximately $206,826,000 and were held in money market funds. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete a business combination by June 20, 2023 (or until the end of any additional Extension Period), subject to applicable law.

If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions or purchases of the public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of New WHC, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

Q.     What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     Our public shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

In no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement or if we would not have funds legally available therefor.

Additionally, as a result of redemptions, the trading market for the New WHC Class A Common Stock may be less liquid than the market for the public shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for the NYSE or another national securities exchange.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the receipt of all necessary clearances, authorizations and approvals from government entities and the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; (iii) Spree having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement; (iv) the Minimum Cash Condition; (v) the approval by NYSE of our initial listing application in connection with the Business Combination (also see “Risk Factors — NYSE may not list New WHC’s securities on its exchange, which could limit investors’ ability to enter into transactions in New WHC’s securities and subject New WHC to additional trading restrictions.”); (vi) the absence of any law or order of an authority of competent jurisdiction or other legal restraint or prohibition that prohibits or prevents the consummation of the transactions contemplated by the Business Combination Agreement and (vii) the effectiveness of the registration statement of which this registration statement/proxy statement forms a part. Therefore, unless these conditions are waived by both Spree and WHC, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Q.     When do you expect the Business Combination to be completed?

A.     It is currently expected that the Business Combination will be consummated in the first half of 2023. This timing depends, among other things, on the approval of the proposals to be put to Spree shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates (i) to solicit additional proxies if there are not sufficient votes to constitute the Spree shareholder approval, (ii) due to the absence of a quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Spree (or WHC) has reasonably determined in good faith, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the pre-Closing Spree shareholders prior to the Spree shareholders meeting, or (iv) if the holders of Spree Class A ordinary shares prior to the Closing have elected to redeem a number of Spree Class A ordinary shares as of such time that would reasonably be expected to result in a Closing condition to not be satisfied. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Q.     What happens if the Business Combination is not consummated?

A.     Spree will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If Spree is not able to consummate the Business Combination with WHC nor able to complete another business combination by June 20, 2023 (subject to any additional Extension Period, if applicable), in each case, as such date may be extended pursuant to our Existing Governing Documents, 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating 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 laws.

Q.     Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

A.     Our shareholders have no appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Q.     What do I need to do now?

A.     We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder. Our shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of ordinary shares on the record date for the extraordinary general meeting, you may vote in person at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a proxy from your broker, bank or nominee. If you are a shareholder with shares held in “street name”, you may instead provide voting instructions via the internet, at www.proxyvote.com (you will need your control number from your voting instruction form in order to provide voting instructions in that manner).

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.

Q.     When and where will the extraordinary general meeting be held?

A.     The extraordinary general meeting will be held at Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608, and via live webcast, accessible at https://www.cstproxy.com/spreeac/_______, at            a.m., Eastern Time, on            , 2023, unless the extraordinary general meeting is adjourned.

Q.     Will shareholders of Spree be able to ask questions during the general meeting?

A.     Shareholders of Spree will be able to ask questions about the Business Combination during the general meeting.

Q.     Who is entitled to vote at the extraordinary general meeting?

A.     We have fixed            , 2023 as the record date for the extraordinary general meeting. If you were a shareholder of Spree at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

Q.     How many votes do I have?

A.     Spree shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were            ordinary shares issued and outstanding, of which            were issued and outstanding public shares.

Q.     What constitutes a quorum?

A.     A quorum of Spree shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting,            ordinary shares would be required to achieve a quorum.

Q.     What vote is required to approve each proposal at the extraordinary general meeting?

A.     The following votes are required for each proposal at the extraordinary general meeting:

(i)     Business Combination Proposal:    The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(ii)    Domestication Proposal:    The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(iii)   Charter Proposal:    The approval of the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter at the extraordinary general meeting.

(iv)   Other Governing Documents Proposals:    The approval of each of the Other Governing Documents Proposals requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(v)    Director Election Proposal:    The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(vi)   NYSE Proposal:    The approval of the NYSE Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(vii)  Incentive Award Plan Proposal:    The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(viii) Employee Stock Purchase Plan Proposal:    The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(ix)   Adjournment Proposal:    The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Q.     What are the recommendations of the Spree Board?

A.     The Spree Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Spree and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Other Governing Documents Proposals, “FOR” the Director Election Proposal, “FOR” the NYSE Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of Spree’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Spree and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spree’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal-Interests of Spree’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q.     How does the Sponsor intend to vote its shares?

A.     Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our initial shareholder (meaning, in our case, the Sponsor) has agreed to vote all its shares in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, our Sponsor owns approximately 22.9% of the issued and outstanding ordinary shares.

At any time at or prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Sponsor, WHC and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial 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, WHC and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such public shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to limit the number of public shares electing to redeem, as well as to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Other Governing Documents Proposals, the Director Election Proposal, the NYSE Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (ii) the Domestication Proposal and the Charter Proposal are approved by the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general

meeting and entitled to vote on such matter, and (iii) our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) are at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination. However, any public shares purchased by the Sponsor, WHC and/or their directors, officers, advisors or respective affiliates would be purchased at a price no higher than the per share pro rata portion of the trust account.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. However, any public shares so purchased by Sponsor, WHC and/or their directors, officers, advisors or respective affiliates would not be voted in favor of the Condition Precedent Proposals at the extraordinary general meeting and would not be redeemable by such purchasers. We will file or submit a Current Report on Form 8-K to disclose any arrangements entered into or purchases made by any of the aforementioned persons, which report will include the number of public shares purchased, the purchase price, the purpose of the purchase, the impact that such purposes would have on the likelihood that the Condition Precedent Proposals will be approved, the identity (if not purchased in the open market) or nature of the security holders who sold to the aforementioned persons, and the number of public shares then redeemed.

Q.     What happens if I sell my Spree ordinary shares before the extraordinary general meeting?

A.     The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Shareholders may send a later-dated, signed proxy card to our Chief Financial Officer at our address set forth below so that it is received by our general counsel prior to the vote at the extraordinary general meeting (which is scheduled to take place on            , 2023) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to our Chief Financial Officer, which must be received by our Chief Financial Officer prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q.     What happens if I fail to take any action with respect to the extraordinary general meeting?

A.     If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder of New WHC. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder of Spree. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

Q.     What should I do if I receive more than one set of voting materials?

A.     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Q.     Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A.     Spree will pay the cost of soliciting proxies for the extraordinary general meeting. Spree has engaged            to assist in the solicitation of proxies for the extraordinary general meeting. Spree has agreed to pay            a fee of $            , plus disbursements, and will reimburse            for its reasonable out-of-pocket expenses and indemnify            and its affiliates against certain claims, liabilities, losses, damages and expenses. Spree will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. Spree’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Where can I find the voting results of the extraordinary general meeting?

A.     The preliminary voting results will be announced at the extraordinary general meeting. Spree will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q.     Who can help answer my questions?

A.     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

[Address]

Individuals call toll-free:

Banks and brokers call collect:

E-mail:

You also may obtain additional information about Spree from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental,            , Spree’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on            (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: ____________
E-mail: ________@continentalstock.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, statements with respect to (i) WHC’s future expansion and growth, (ii) WHC’s plans for recruitment of new drivers, (iii) WHC’s capitalization on future revenue opportunities, (iv) WHC’s plans for expansion of service offerings, business lines and enterprise relationships, (v) WHC’s projected operational performance, including relative to its competitors, (vi) industry and technological trends, (vii) the Business Combination, (viii) the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, the expected benefits of the Business Combination, future opportunities for the combined company, including its financial and business performance following the Business Combination (including with respect to financial projections and business metrics); and (ix) other statements regarding Spree’s, New WHC’s, or WHC’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,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “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 are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.

These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Spree and WHC. You should carefully consider the factors described under the heading “Risk Factors” in this proxy statement/prospectus. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond the control of Spree and WHC), including the following, and other assumptions, that may cause WHC’s or Spree’s actual results or performance to be materially different from those expressed or implied by these forward-looking statements:

•        risks that adverse macro-economic trends, including inflation and increased interest rates may have an adverse effect on WHC’s business operations, as well as WHC’s financial condition and results of operations;

•        the ability to successfully compete in highly competitive markets;

•        failure to hire, retain and motivate key executives and qualified personnel;

•        the significant increased expenses and administrative burden for WHC as a public company;

•        the potential need for substantial future funding to finance operations and the inability to be able to obtain such financing or acceptable terms or at all;

•        risks relating to potential future acquisitions, including the ability to successfully identify and integrate acquisition candidates, minimize disruptions to WHC’s business and enter new markets;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination;

•        the amount of redemption requests made by Spree’s shareholders;

•        the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against Spree and WHC following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement;

•        satisfaction or waiver of the conditions to the Business Combination;

•        the ability to successfully invest in and achieve expected benefits from new offerings, business lines and technologies;

RISK FACTORS

Spree shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

Risks Related to WHC’s Business, Operations and Industry

Unless the context otherwise requires, any reference in this section of the Risk Factors to “we,” “us” or “our” refers to WHC prior to the consummation of the Business Combination and to New WHC and its consolidated subsidiaries following the Business Combination.

Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the risks and challenges we may encounter.

While we have primarily focused on the provision of mobility services since our formation in 2018, our business continues to evolve. We regularly expand our platform features, offerings and services and change our pricing methodologies. Our evolving business, industry and markets make it difficult to evaluate our future prospects and the risks and challenges we may encounter. Risks and challenges we have faced or expect to face include our ability to:

•        forecast our revenue and budget for and manage our expenses;

•        attract new qualified drivers and new riders and retain existing qualified drivers and existing riders in a cost-effective manner;

•        comply with existing and new or modified laws and regulations applicable to our business;

•        maintain demand for and confidence in the safety of our platform during and following the COVID-19 pandemic;

•        plan for and manage capital expenditures for our current and future offerings, including our continued acquisition of additional vehicles, and manage our supply chain and supplier relationships related to our current and future offerings;

•        develop, source, deploy, maintain and ensure utilization of our assets;

•        anticipate and respond to macroeconomic changes and changes in the markets in which we operate;

•        maintain and enhance the value of our reputation and brand;

•        effectively manage our growth and business operations;

•        successfully expand our geographic reach;

•        hire, integrate and retain talented people at all levels of our organization; and

•        successfully develop new platform features, offerings and services to enhance the experience of users.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adversely affected. Further, because we have an evolving financial model and operate in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a static financial model or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected.

The mobility and taxi services industries are highly competitive, with well-established and low-cost alternatives that have been available for decades, low barriers to entry, low switching costs, and well-capitalized competitors in nearly every major geographic region. If we are unable to compete effectively in these industries, our business and financial prospects would be adversely impacted.

Our platform provides offerings in the mobility and taxi services industries. We compete primarily on a domestic basis, and the markets in which we compete are highly fragmented. We face significant competition in each of the mobility and taxi services industries in the United States from existing, well-established, and low-cost alternatives, and in the future we expect to face competition from new market entrants given the low barriers to entry that characterize these industries. In addition, within each of these markets, the cost to switch between services is low. Riders have a propensity to shift to the lowest-cost or highest-quality provider; and drivers have a propensity to shift to the platform with the highest earnings potential.

As we and our competitors introduce new services and offerings, and as existing services evolve, we expect to become subject to additional competition. In addition, our competitors may adopt certain of our service features, or may adopt innovations that drivers and riders value more highly than ours, which would render our services less attractive or reduce our ability to differentiate our services. Increased competition could result in, among other things, a reduction of the revenue we generate from the use of our platform, the number of platform users, the frequency of use of our platform, and our margins.

We face competition in each of our offerings, including:

•        Taxi Segment.    Our Taxi segment competes with personal vehicle ownership and usage, which accounts for the majority of passenger miles in the markets that we serve, and other transportation services, including Transportation Network Companies (TNCs), such as Uber and Lyft, traditional taxicab companies and taxi-hailing services, livery and other car services. In addition, public transportation can be a superior substitute to our Taxi segment and in many cases, offers a faster and lower-cost travel option in many cities.

•        Other Segment.    Our Other segment competes with a few large national operators and many local “mom & pop” operators in their respective localities. In addition, our SuperShuttle and ExecuCar businesses within our Other segment compete with TNC providers, international chauffer networks, such as Carey International and Addison Lee, and numerous small local operators.

Many of our competitors are well-capitalized and offer discounted services, driver incentives, rider discounts and promotions, innovative services and offerings, and alternative pricing models, which may be more attractive to riders than those that we offer. Further, some of our current or potential competitors have, and may in the future continue to have, greater resources and access to larger driver or rider bases in a particular geographic market. In addition, our competitors in certain geographic markets enjoy substantial competitive advantages such as greater brand recognition, longer operating histories, larger marketing budgets, better localized knowledge, and more supportive regulatory regimes. As a result, such competitors may be able to respond more quickly and effectively than us in such markets to new or changing opportunities, technologies, rider preferences, regulations, or standards, which may render our services or offerings less attractive. In addition, future competitors may share in the effective benefit of any regulatory or governmental approvals and litigation victories we may achieve, without having to incur the costs we have incurred to obtain such benefits.

For all these reasons, we may not be able to compete successfully against our current and future competitors. Our inability to compete effectively would have an adverse effect on, or otherwise harm, our business, financial condition, and operating results.

If we are unable to attract or maintain a critical mass of drivers and riders, whether as a result of competition or other factors, our platform will become less appealing to platform users, and our financial results would be adversely impacted.

Our success in a given geographic market significantly depends on our ability to maintain or increase our network scale in that geographic market by attracting drivers and riders to our platform. If drivers choose not to offer their services through our platform, or elect to offer them through a competitor’s platform, we may lack a sufficient

supply of drivers to attract riders to our platform. We have experienced and expect to continue to experience driver supply constraints in most geographic markets in which we operate. To the extent that we experience driver supply constraints in a given market, we may not be able to increase the fees we charge the drivers to access our platform. If platform users choose to use other mobility services, we may lack sufficient opportunities for drivers to earn a fare, which may reduce the perceived utility of our platform. An insufficient supply of platform users would decrease our network supply and adversely affect our revenue and financial results. Maintaining a balance between supply and demand in any given area at any given time and our ability to execute operationally may be more important to service quality than the absolute size of the network. If our service quality diminishes or our competitors’ services achieve greater market adoption, our competitors may be able to grow at a quicker rate than we do and may diminish our network effect.

Our number of platform users may decline materially or fluctuate as a result of many factors, including, among other things, dissatisfaction with the operation of our platform, the price of fares, dissatisfaction with the quality of service provided by the drivers on our platform, quality of platform user support, negative publicity related to our brand or our industry as a whole, including as a result of safety incidents and corporate reporting related to safety, perceived political or geopolitical affiliations, a pandemic or an outbreak of disease or similar public health concern, such as the COVID-19 pandemic, or fear of such an event, treatment of drivers, dissatisfaction with changes we make to our services and offerings, or dissatisfaction with our services and offerings in general. In addition, if we are unable to provide high-quality support to platform users or respond to reported incidents, including safety incidents, in a timely and acceptable manner, our ability to attract and retain platform users could be adversely affected. If drivers and riders do not establish or maintain active accounts with us, if a social media or other campaign encouraging users to cease use of our platform takes hold, if we fail to provide high-quality support, or if we cannot otherwise attract and retain a large number of drivers and riders, our revenue would decline, and our business would suffer.

The number of drivers on our platform could decline or fluctuate as a result of a number of factors, including drivers ceasing to provide their services through our platform, passage or enforcement of local laws limiting our services and offerings, the low switching costs between competitor platforms or services, and dissatisfaction with our brand or reputation, pricing models, ability to prevent safety incidents, or other aspects of our business.

Often, we are forced to make tradeoffs between the satisfaction of various platform users, as a change that one category of users views as positive will likely be viewed as negative to another category of users. We also take measures to protect against fraud, help increase safety, and prevent privacy and security breaches, including terminating access to our platform for users with low ratings or reported incidents, and imposing certain qualifications for drivers, which may damage our relationships with platform users or discourage or diminish their use of our platform. Any decline in the number of drivers or riders using our platform would reduce the value of our network and would harm our future operating results.

In addition, changes in driver qualification and background-check requirements may increase our costs and reduce our ability to onboard additional drivers to our platform. Our driver qualification and background check process varies by jurisdiction. Legislators and regulators may pass laws or adopt regulations in the future requiring drivers to undergo a materially different type of qualification, screening, or background check process, or that limit our ability to access information used in the background check process in an efficient manner, which could be costly and time-consuming. Required changes in the qualification, screening, and background check process could also reduce the number of drivers in those markets or extend the time required to recruit new drivers to our platform, which would adversely impact our business and growth. Furthermore, we rely on a limited number of background-check providers, and we may not be able to arrange for adequate background checks from different providers on commercially reasonable terms or at all. The failure of this provider to provide background checks on a timely basis would result in our inability to onboard new drivers or retain existing drivers undergoing periodic background checks that are required to continue using our platform.

Our reputation, brand and the network effects among the drivers and riders on our platform are important to our success, and if we are not able to maintain and continue developing our reputation, brand and network effects, our business, financial condition and results of operations could be adversely affected.

We believe that building a strong reputation and brand as a safe, reliable and affordable platform and continuing to increase the strength of the network effects among the drivers and riders on our platform are critical to our ability to attract and retain qualified drivers and riders. The successful development of our reputation, brand and network effects will depend on a number of factors, many of which are outside our control. Negative perception of our platform or company may harm our reputation, brand and networks effects, including as a result of:

•        complaints or negative publicity about us, drivers on our platform, riders, our service offerings, pricing or our policies and guidelines, including our practices and policies with respect to drivers, or our industry, even if factually incorrect or based on isolated incidents;

•        illegal, negligent, reckless or otherwise inappropriate behavior by drivers or riders or third parties;

•        a failure to provide drivers with a sufficient level of ride requests, or provide drivers with competitive fares;

•        a failure to offer riders competitive ride pricing and pick-up times;

•        a failure to provide a range of ride types sought by riders;

•        concerns by riders or drivers about the safety of our platform;

•        actual or perceived disruptions of or defects in our platform, such as privacy or data security breaches or incidents, site outages, payment disruptions or other incidents that impact the reliability of our offerings;

•        litigation over, or investigations by regulators into, our platform or our business;

•        riders’ or drivers’ lack of awareness of, or compliance with, our policies;

•        changes to our policies that users or others perceive as overly restrictive, unclear or inconsistent with our values or mission or that are not clearly articulated;

•        a failure to enforce our policies in a manner that users perceive as effective, fair and transparent;

•        a failure to operate our business in a way that is consistent with our stated values and mission;

•        inadequate or unsatisfactory user support service experiences;

•        illegal or otherwise inappropriate behavior by our management team or other employees or contractors;

•        negative responses by drivers or riders to new offerings on our platform;

•        political or social policies or activities; or

•        any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.

If we do not successfully maintain and develop our brand, reputation and network effects and successfully differentiate our offerings from competitor offerings, our business may not grow, we may not be able to compete effectively and we could lose existing qualified drivers or existing riders or fail to attract new qualified drivers or new riders, any of which could adversely affect our business, financial condition and results of operations. In addition, changes we may make to enhance and improve our services and offerings and balance the needs and interests of the drivers and riders on our platform may be viewed positively from one group’s perspective (such as riders) but negatively from another’s perspective (such as drivers), or may not be viewed positively by either drivers or riders. If we fail to balance the interests of drivers and riders or make changes that they view negatively, drivers and riders may stop using our platform, take fewer rides or use alternative platforms, any of which could adversely affect our reputation, brand, business, financial condition and results of operations.

If platform users engage in, or are subject to, criminal, violent, inappropriate, or dangerous activity that results in major safety incidents, our ability to attract and retain drivers and customers may be harmed, which could have an adverse impact on our reputation, business, financial condition, and operating results.

We are not able to control or predict the actions of platform users and third parties, either during their use of our platform or otherwise, and we may be unable to protect or provide a safe environment for drivers and riders as a result of certain actions by drivers, riders and third parties. Such actions may result in injuries, property damage, or loss of life for riders and third parties, or business interruption, brand and reputational damage, or significant liabilities for us. Although we administer certain qualification processes for users of our platform, including background checks on drivers through third-party service providers, these qualification processes and background checks may not expose all potentially relevant information and are limited in certain jurisdictions according to national and local laws, and our third-party service providers may fail to conduct such background checks adequately or disclose information that could be relevant to a determination of eligibility. Consequently, we expect to continue to receive complaints from riders or others, as well as actual or threatened legal action against us related to driver conduct. We have also faced civil litigation alleging, among other things, inadequate safety monitoring and general misrepresentations regarding the safety of our platform.

If our drivers, or individuals impersonating our drivers, engage in criminal activity, misconduct, or inappropriate conduct or use our platform as a conduit for criminal activity, riders may not consider our services and offerings safe, and we may receive negative press coverage as a result of our business relationship with such driver, which would adversely impact our brand, reputation, and business. Some of our competitors have experienced numerous incidents and allegations worldwide of drivers, or individuals impersonating drivers, sexually assaulting, abusing, kidnapping and/or fatally injuring riders, or otherwise engaging in criminal activity while using ridesharing or similar services. Furthermore, if riders engage in criminal activity or misconduct while using our platform, drivers may be unwilling to continue using our platform. In addition, certain regions where we operate have high rates of violent crime, which has impacted drivers and riders in those regions. If other criminal, inappropriate, or other negative incidents occur due to the conduct of platform users or third parties, our ability to attract platform users may be harmed, and our business and financial results could be adversely affected.

Public reporting or disclosure of reported safety information, including information about safety incidents reportedly occurring on or related to our platform, whether generated by us or third parties such as media or regulators, may adversely impact our business and financial results.

Further, we may be subject to claims of significant liability based on traffic accidents, deaths, injuries, or other incidents that are caused by drivers, riders, or third parties while using our platform, or even when drivers, riders, or third parties are not actively using our platform. On a smaller scale, we may face litigation related to claims by drivers for the actions of riders or third parties. Furthermore, operating a motor vehicle is inherently dangerous. Our auto liability and general liability insurance policies may not cover all potential claims to which we are exposed, and may not be adequate to indemnify us for all liability. These incidents may subject us to liability and negative publicity, which would increase our operating costs and adversely affect our business, operating results, and future prospects. Even if these claims do not result in liability, we will incur significant costs in investigating and defending against them. As we expand our services and offerings, this insurance risk will grow.

If we are unable to successfully identify, acquire and integrate suitable operations or businesses, our operating results and prospects could be harmed, and any operations or businesses we acquire may not perform as expected or be effectively integrated.

As part of our business strategy, we have entered into, and expect to continue to enter into, agreements to acquire assets, companies, form joint ventures, divest portions or aspects of our business, sell minority stakes in portions or aspects of our business, and acquire complementary companies or technologies. Competition within our industry for acquisitions of businesses, technologies, and assets is intense. As such, even if we are able to identify a target for acquisition, we may not be able to complete the acquisition on commercially reasonable terms, we may not be able to receive approval from the applicable competition authorities, or such target may be acquired by another company, including one of our competitors.

Further, negotiations for potential acquisitions or other transactions may result in the diversion of our management’s time and significant out-of-pocket costs. We may expend significant cash or incur substantial debt to finance such acquisitions, and such indebtedness may restrict our business or require the use of available cash to make interest and principal payments. In addition, we may finance or otherwise complete acquisitions by issuing equity or convertible debt securities, which may result in dilution to our equity holders, or if such convertible debt securities are not converted, significant cash outlays. If we fail to evaluate and execute acquisitions or other strategic transactions successfully or fail to successfully address any of these risks, our business, financial condition, and operating results may be harmed.

In addition, any operations or businesses we acquire may not perform as well as we expect. Failure to manage and successfully integrate acquired operations, businesses and technologies, including managing internal controls and any privacy or data security risks associated with such acquisitions, may harm our operating results and expansion prospects. The process of integrating an acquired company, operation, business, or technology or acquired personnel into our company is subject to various risks and challenges, including:

•        diverting management time and focus from operating our business to acquisition integration;

•        disrupting our ongoing business operations;

•        platform user acceptance of the acquired company’s services and offerings;

•        implementing or remediating the controls, procedures, and policies of the acquired company;

•        integrating the acquired operation or business onto our systems and ensuring the acquired operation or business meets our financial reporting requirements and timelines;

•        retaining and integrating acquired employees, including aligning incentives between acquired employees and existing employees, managing cultural differences between acquired operations or businesses and our business, as well as managing costs associated with eliminating redundancies or transferring employees on acceptable terms with minimal business disruption;

•        maintaining important business relationships and contracts of the acquired operation or business;

•        integrating the brand identity of an acquired company with our own;

•        integrating companies that have significant operations or that develop services where we do not have prior experience;

•        liability for pre-acquisition activities of the acquired company;

•        litigation or other claims or liabilities arising in connection with the acquisition or the acquired company; and

•        impairment charges associated with goodwill, long-lived assets, investments, and other acquired intangible assets.

We may in the future implement integration structures that do not fully integrate an acquired company’s operating functions. Such structures may delay the efficiencies that we expect to gain from the acquisition and our brand and reputation could be impacted by any damage or reputational harm to the acquired company’s brand.

We may not receive a favorable return on investment for prior or future acquisitions, and we cannot predict whether these transactions will be accretive to the value of our equity. It is also possible that acquisitions, combinations, divestitures, joint ventures, or other strategic transactions we announce could be viewed negatively by the press, investors, platform users, or regulators, any or all of which may adversely affect our reputation and our business. Any of these factors may adversely affect our ability to consummate a transaction, our financial condition, and our operating results.

We are making substantial investments in new offerings and technologies, and may increase such investments in the future. These new ventures are inherently risky, and we may never realize any expected benefits from them.

We have made substantial investments to develop new offerings and technologies, and we intend to continue investing significant resources in developing new technologies, tools, features, services and offerings. For example, we intend to add Black Car service to each of our existing taxicab markets, introduce our zShip package delivery service, and plan on opening our first Silver Lining Motors used car dealership in summer 2023. If we do not spend our development budget efficiently or effectively on commercially successful and innovative services and technologies, we may not realize the expected benefits of our strategy. Our new initiatives also have a high degree of risk and unproven business strategies and technologies with which we have limited or no prior development or operating experience. Because such offerings and technologies are new, they will likely involve claims and liabilities (including, but not limited to, personal injury claims), expenses, regulatory challenges, and other risks, some of which we do not currently anticipate.

There can be no assurance that rider demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. It is also possible that services and offerings developed by others will render our services and offerings noncompetitive or obsolete. Further, our development efforts with respect to new services, offerings and technologies could distract management from current operations, and will divert capital and other resources from our more established services, offerings and technologies. Even if we are successful in developing new services, offerings or technologies, regulatory authorities may subject us to new rules or restrictions in response to our innovations that could increase our expenses or prevent us from successfully commercializing new services, offerings or technologies. If we do not realize the expected benefits of our investments, our business, financial condition, operating results, and prospects may be harmed.

We may experience significant fluctuations in our operating results. If we are unable to sustain profitability, our prospects would be adversely affected and investors may lose some or all of the value of their investment.

Our operating results may vary significantly and are not necessarily an indication of future performance. These fluctuations may be a result of a variety of factors, some of which are beyond our control. In addition, we may experience seasonal fluctuations in our financial results, such as decreased demand during traditional vacation times. Our growth has made, and may in the future make, seasonal fluctuations difficult to detect. Other seasonal trends may develop or these existing seasonal trends may become more extreme, which would contribute to fluctuations in our operating results. In addition to seasonality, our operating results may fluctuate as a result of factors including our ability to attract and retain new platform users, increased competition in the markets in which we operate, our ability to expand our operations in new and existing markets, our ability to maintain an adequate growth rate and effectively manage that growth, our ability to keep pace with technological changes in the industries in which we operate, changes in governmental or other regulations affecting our business, harm to our brand or reputation, and other risks described elsewhere in this proxy statement/prospectus. As such, we may not accurately forecast our operating results. We base our expense levels and investment plans on estimates. A portion of our expenses and investments are fixed, and we may not be able to adjust our spending quickly enough if our revenue is less than expected, resulting in losses that exceed our expectations. If we are unable to achieve sustained profits, our prospects would be adversely affected and investors may lose some or all of the value of their investment.

If our growth is slower than we currently expect, we may not be able to sustain profitability, which would adversely affect our financial results and future prospects.

We believe that our growth depends on a number of factors including our ability to:

•        grow supply and demand on our platform;

•        increase existing platform users’ activity on our platform;

•        continue to introduce our platform to new markets;

•        provide high-quality support to drivers and riders;

•        expand our business and increase our market share and category position;

•        compete with the services and offerings of, and pricing and incentives offered by, our competitors;

•        develop new services, offerings, and technologies;

•        identify and acquire or invest in businesses, services, offerings, or technologies that we believe could complement or expand our platform;

•        penetrate suburban and rural areas and increase the number of rides taken on our platform outside metropolitan areas;

•        comply with existing local regulations in key markets where we operate; and

•        increase positive perception of our brand.

We may not successfully accomplish any of these objectives. A softening of driver or rider demand, whether caused by changes in the preferences of such parties, failure to maintain our brand, changes in the U.S. or global economies, licensing fees in various jurisdictions, competition, or other factors, may result in decreased revenue or growth and our financial results and future prospects would be adversely impacted. We expect to continue to incur significant expenses, and if we cannot increase our revenue at a faster rate than the increase in our expenses, we will not sustain profitability.

Our business depends on retaining and attracting high-quality personnel, and continued attrition, future attrition, or unsuccessful succession planning could adversely affect our business.

Our success depends in large part on our ability to attract and retain high-quality management, operations, engineering, and other personnel who are in high demand, are often subject to competing employment offers, and are attractive recruiting targets for our competitors.

Future leadership transitions and management changes may cause uncertainty in, or a disruption to, our business, and may increase the likelihood of senior management or other employee turnover. The loss of qualified executives and employees, or an inability to attract, retain, and motivate high-quality executives and employees required for the planned expansion of our business, may harm our operating results and impair our ability to grow.

In addition, we depend on the continued services and performance of our key personnel, including our President and Chief Executive Officer and Chief Financial Officer. We may not be able to properly manage any such shift in focus, and any changes to our business may ultimately prove unsuccessful.

In addition, our failure to put in place adequate succession plans for senior and key management roles or the failure of key employees to successfully transition into new roles, for example, as a result of reductions in workforce, organizational changes and attrition, could have an adverse effect on our business and operating results. The unexpected or abrupt departure of one or more of our key personnel and the failure to effectively transfer knowledge and effect smooth key personnel transitions has had and may in the future have an adverse effect on our business resulting from the loss of such person’s skills, knowledge of our business, and years of industry experience. If we cannot effectively manage leadership transitions and management changes in the future, our reputation and future business prospects could be adversely affected.

If we experience security or privacy breaches or other unauthorized or improper access to, use of, disclosure of, alteration of or destruction of our proprietary or confidential data, employee data, or platform user data, we may face loss of revenue, harm to our brand, business disruption, and significant liabilities.

We, or vendors operating on our behalf, collect, use, and process a variety of personal data, such as email addresses, mobile phone numbers, profile photos, location information, drivers’ license numbers and Social Security numbers of drivers, rider payment card information, and driver and rider bank account information. As such, we may be an attractive target of data security attacks by third parties. Any failure to prevent or mitigate security breaches or improper access to, or use, acquisition, disclosure, alteration, encryption, or destruction of, any such data could result in significant liability and a material loss of revenue resulting from the adverse impact on our reputation and brand, a diminished ability to retain or attract new platform users, and disruption to our business. We rely on third-party service providers to host or otherwise process some of our data and that of platform users, and any failure by such third party to prevent or mitigate security breaches or improper access to, or use, acquisition, disclosure, alteration, encryption, or destruction of, such information could have similar adverse consequences for us.

Because the techniques used to obtain unauthorized access, disable or degrade services, or sabotage systems change frequently and are often unrecognizable until launched against a target, we may be unable to anticipate these techniques and implement adequate preventative measures. Our servers and platform may be vulnerable to computer viruses or physical or electronic break-ins that our security measures may not detect. Individuals able to circumvent our security measures may misappropriate confidential, proprietary, or personal information held by or on behalf of us, disrupt our operations, damage our computers, seek ransom to restore and not distribute data, or otherwise damage our business. In addition, we may need to expend significant resources to protect against security breaches or mitigate the impact of any such breaches, including potential liability that may not be limited to the amounts covered by our insurance.

Security breaches could also expose us to liability under various laws and regulations across jurisdictions and increase the risk of litigation and governmental investigation.

Cyberattacks, including computer malware, ransomware, viruses, spamming, and phishing attacks could harm our reputation, business, and operating results.

We rely heavily on information technology systems across our operations. Our information technology systems, including mobile and online platforms and mobile payment systems, administrative functions such as human resources, payroll, accounting, and internal and external communications, and the information technology systems of our third-party business partners and service providers, contain proprietary or confidential information related to business and personal data, including sensitive personal data, entrusted to us by platform users, employees, and job candidates. Cyberattacks that leverage computer malware, ransomware, viruses, spamming, and phishing have become more prevalent, and may occur on our systems or our vendors’ systems in the future. Cyber threats are constantly evolving and employing more sophisticated attack techniques. Our or our vendors’ detection capabilities may not be sufficient to prevent or detect a sophisticated cyber attacker, such as a nation state using a zero-day exploit or unknown malware. Although we have not experienced a cyberattack on our systems to date, future breaches of our or our vendors’ facilities, network, or data security could disrupt the security of our systems and platforms, impair our ability to protect data, compromise confidential or technical business information harming our reputation or competitive position, result in theft or misuse of our intellectual property or other assets, require us to allocate more resources to improve technologies, or otherwise adversely affect our reputation, business and operating results.

Various other factors may also cause system failures or security breaches, including power outages, catastrophic events, inadequate or ineffective redundancy, issues with upgrading or creating new systems or platforms, flaws in third-party software or services, errors by our employees or third-party service providers, or breaches in the security of these systems or platforms. For example, fraudsters may attempt to induce employees or platform users to disclose information to gain access to our data or the data of platform users. If our or our vendors’ incident response, disaster recovery, and business continuity plans do not resolve these issues in an effective manner, they could result in adverse impacts to our business operations and our financial results. Although we have developed, and continue to develop, systems and processes that are designed to protect our data and that of platform users, and to prevent data loss, undesirable activities on our platform, and security breaches, we cannot guarantee that such measures will provide absolute security. Our efforts on this front may be unsuccessful as a result of, for example, software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance; government surveillance; or other threats that evolve, and we may incur significant costs in protecting against or remediating cyber-attacks. Any actual or perceived failure to maintain the performance, reliability, security, and availability of our services, offerings, and technical infrastructure to the satisfaction of platform users and certain regulators would likely harm our reputation and result in loss of revenue from the adverse impact to our reputation and brand, disruption to our business, and our decreased ability to attract and retain drivers and riders.

Our platform is highly technical, and any undetected errors could adversely affect our business.

Our platform is a complex system composed of many interoperating components and incorporates software, both our proprietary software and software and services from third parties, that is highly complex. Our business is dependent upon our ability to prevent system interruption on our platform. Our software may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been released. Bugs in our software, third-party software, misconfigurations of our systems, and

unintended interactions between systems could result in our failure to comply with certain federal, state, or foreign reporting obligations, or could cause downtime that would impact the availability of our service to platform users. We have from time to time found defects or errors in our system and may discover additional defects in the future that could result in platform unavailability or system disruption. In addition, we have experienced outages on our platform due to circumstances within our control, such as outages due to software limitations. We rely on third party vendors for the operation of our platform. If our third-party vendors, including without limitation hosting vendors, fail, our platform users may experience down time. If sustained or repeated, any of these outages could reduce the attractiveness of our platform to users. In addition, our release of new software in the past has inadvertently caused, and may in the future cause, interruptions in the availability or functionality of our platform. Any errors, bugs, or vulnerabilities discovered in our code or systems after release could result in an interruption in the availability of our platform or a negative experience for drivers and riders and could also result in negative publicity and unfavorable media coverage, damage to our reputation, loss of platform users, loss of revenue or liability for damages, regulatory inquiries, or other proceedings, any of which could adversely affect our business and financial results.

Failure to protect or enforce our intellectual property rights could harm our business, financial condition and results of operations.

Our success depends in part on our ability to obtain, maintain, protect, and enforce our intellectual property and other proprietary rights. We rely upon a combination of trademark, copyrights, and trade secret laws, as well as affiliate agreements, confidentiality agreements and other similar agreements, to protect our intellectual property and other proprietary rights. The foregoing provides only limited protection and any of the intellectual property rights owned by or licensed to us may be challenged, invalidated, circumvented, infringed, misappropriated or otherwise violated.

There can also be no assurances that third parties will not also independently develop or offer services that are similar to, or competitive with, our services. Despite our efforts to protect our intellectual property, unauthorized parties may also attempt to disclose, copy, use, duplicate or obtain and use our intellectual property, and policing unauthorized use of our technology and intellectual property rights is difficult, costly and may not be effective. In order to adequately protect our intellectual property and other proprietary rights, we may be required to devote significant time and resources to defending against claims or protecting and enforcing our own rights. Furthermore, attempts to enforce our intellectual property rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against us, or result in a holding that invalidates or narrows the scope of our rights, in whole or in part. These actions as well as any failure to secure, maintain, protect or enforce our intellectual property and other proprietary rights could have a material adverse effect on our business, financial condition, and results of operations.

Our success and ability to compete also depends in part on our ability to operate without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties. We may in the future encounter disputes from time to time concerning intellectual property rights of others, including our competitors, and we may not prevail in these disputes. Third parties may raise claims against us alleging an infringement, misappropriation or other violation of their intellectual property rights, including trademarks, copyrights, trade secrets or other intellectual property or proprietary rights. We may not be aware of whether our products or services do or will infringe existing or future intellectual property rights of others even if we diligently search for third-party intellectual property that our products or services may potentially infringe. Litigation may be necessary to defend against alleged infringement or determine the validity and scope of proprietary rights claimed by others. The resolution of any such disputes or litigations is difficult to predict.

An assertion of an intellectual property infringement, misappropriation or other violation claim against us, regardless of the merit of such claims, may result in adverse judgments, settlement on unfavorable terms or cause us to spend significant amounts to defend the claim, even if we ultimately prevail and we may have to pay significant monetary damages, lose significant revenues, be prohibited from using the relevant technologies or other intellectual property (temporarily or permanently), cease providing certain product offerings or incur significant license, royalty or technology development expense, or suffer harm to our brand, any of which could adversely affect our business, financial condition and results of operations. Even in instances where we believe that claims and allegations of intellectual property infringement, misappropriation or other violation against us are without merit, defending against such claims could be costly, time consuming and could result in the diversion of time and attention of our management team and technical personnel. In addition, although in some cases a third party may have agreed to

indemnify us for such infringement, misappropriation or other violation, such indemnifying party may refuse or be unable to uphold its contractual obligations. In other cases, our insurance may not cover potential claims of this type adequately or at all, and we may be required to pay monetary damages, which may be significant.

An adverse determination in any intellectual property claim could require us to pay damages and/or stop using our technologies, trademarks, copyrighted works and other material found to be in violation of another party’s rights and could prevent us from using our technologies unless we enter into royalty or licensing arrangements with the prevailing party or are able to redesign our product offerings and processes to avoid infringement. Any such license may not be available on reasonable terms, if at all, and there can be no assurance that we would be able to redesign our product offerings in a way that would not infringe the intellectual property rights of others. In addition, such claims may result in negative publicity about us, which could harm our reputation.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

We rely on our trademarks, service marks, Internet domain names and logos to market our brands and to build and maintain brand loyalty and recognition. We rely on trademark protections to protect our business and our service offerings. We generally seek to register and continue to register and renew, or secure by contract where appropriate, trademarks, trade names and service marks as they are developed and used, and reserve, register and renew domain names as appropriate. Our registered or unregistered trademarks, trade names or service marks may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. Similarly, not every variation of a domain name may be available or be registered, even if available. We may not be able to protect our rights to these trademarks, domain names and trade names, which we need to build brand name recognition by potential customers or partners in our markets of interest. While we seek to protect the trademarks we use, we may be unsuccessful in obtaining registrations and/or otherwise protecting these trademarks. If that were to happen, we may be prevented from using our names, brands and trademarks unless we enter into appropriate royalty, license or coexistence agreements. Furthermore, if we expand our services and offerings outside the United States in the future, ineffective legal protection of our trademarks, trade names and service marks, or existing entities using such trademarks, trade names or service marks in those regions might adversely affect our ability to protect our rights to such intellectual property and establish brand recognition in certain international markets. Over the long term, if we are unable to establish name recognition based on our trademarks, service marks, domain names and trade names, then we may not be able to compete effectively and our business could be adversely affected.

Our ownership of the proprietary source code and other intellectual property that we use in the business may be challenged and subject us to adverse effects.

We have not obtained written intellectual property assignment agreements from all the employees or contractors that have developed our proprietary source code and other intellectual property. We believe that we own or otherwise have the right to use all proprietary source code and other intellectual property used in our business by operation of law or written assignment agreements. However, until such time as all our employees or contractors who developed source code or other intellectual property used in our business have executed written assignment agreements definitively assigning to us ownership of all such source code and other intellectual property, there is some risk that a party involved in the creation of such source code or other intellectual property may dispute our ownership or right to use such source code or intellectual property. If our right to use such source code or intellectual property is challenged, we may need to expend resources to defend against a legal challenge or proceeding or redevelop portions of our platform. We intend to seek fully executed assignment agreements from all employees or contractors who have developed source code or other intellectual property used in our business prior to or shortly after the consummation of the transaction to further evince our ownership status.

If we are unable to successfully introduce new or upgraded services, offerings, or features for drivers and riders, we may fail to retain and attract such users to our platform and our operating results would be adversely affected.

To continue to retain and attract drivers and riders to our platform, we will need to continue to invest in the development of new services, offerings, and features that add value for drivers and riders, and that differentiate us from our competitors. Developing and delivering these new or upgraded services, offerings, and features is costly, and the success of such new services, offerings, and features depends on several factors, including the timely completion, introduction, and market acceptance of such services, offerings, and features. Moreover, any such new

or upgraded services, offerings, or features may not work as intended or may not provide intended value to platform users. If we are unable to continue to develop new or upgraded services, offerings, and features, or if platform users do not perceive value in such new or upgraded services, offerings, and features, platform users may choose not to use our platform, which would adversely affect our operating results.

We track certain operational metrics and our category position with internal systems and tools, and do not independently verify such metrics. Certain of our operational metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

We track certain operational metrics with internal systems and tools, including through our zMetricz analytics platform, that are not independently verified by any third party and which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose, or our estimates of our category position. If the internal systems and tools we use to track these metrics undercount or over count performance or contain algorithmic or other technical errors, the data we report may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring how our services are used across large populations across North America. For example, riders may have multiple accounts. In addition, limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If our operating metrics are not accurate representations of our business, or if investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be significantly harmed, and our operating and financial results could be adversely affected.

Loss or material modification of our credit card acceptance privileges could have an adverse effect on our business and operating results.

In 2022, approximately $57.9 million of the total fare or meter value of all trips completed by our drivers was paid by passengers and clients through either credit card or debit card. As such, the loss of our credit card acceptance privileges would significantly limit our business model. We are required by our payment processors to comply with payment card network operating rules, including the Payment Card Industry (“PCI”) and Data Security Standard (the “Standard”). The Standard is a comprehensive set of requirements for enhancing payment account data security developed by the PCI Security Standards Council to help facilitate the broad adoption of consistent data security measures. Our failure to comply with the Standard and other network operating rules could result in fines or restrictions on our ability to accept payment cards. Under certain circumstances specified in the payment card network rules, we may be required to submit to periodic audits, self-assessments, or other assessments of our compliance with the Standard. Such activities may reveal that we have failed to comply with the Standard. If an audit, self-assessment, or other test determines that we need to take steps to remediate any deficiencies, such remediation efforts may distract our management team and require us to undertake costly and time consuming remediation efforts. In addition, even if we comply with the Standard, there is no assurance that we will be protected from a security breach. Moreover, the payment card networks could adopt new operating rules or interpret existing rules that we or our processors might find difficult or even impossible to follow, or costly to implement. The payment card network rules and applicable laws also may require us to make certain disclosures in a certain manner to riders in relation to the checkout process and to resolve payment-related disputes with our riders in accordance with applicable laws and rules. In addition to violations of network rules, including the Standard, any failure to maintain good relationships with the payment card networks and payment processors and banks that facilitate our use of the payment card networks and other payment methods could impact our ability to receive incentives from them, could increase our costs, or could otherwise harm our business. The loss of our credit card acceptance privileges for any one of these reasons, or the significant modification of the terms under which we obtain credit card acceptance privileges, may have an adverse effect on our business, revenue, and operating results.

Our vehicle fleet ownership strategy exposes us to certain risks, including with respect to the acquisition of vehicles on favorable terms, decreases in the residual value related to the used car market values, or reductions in the utilization of vehicles in the fleets.

Unlike TNC providers such as Uber or Lyft, we own the majority of our fleet of vehicles used by our drivers rather than our drivers using their personally owned vehicles. Historically, we have been able to purchase the majority of our vehicles from sellers on economically favorable terms. There can be no assurances that we will be able to continue purchasing future vehicles on economically favorable terms. We may need to purchase new vehicles in the future from auto manufacturers or other third parties. To the extent that any of these auto manufacturers or other third parties significantly curtail production, increase the cost of purchasing cars or decline to sell cars to us on economically favorable terms, despite sourcing vehicles from the used car market and other efforts to mitigate, we may be unable to obtain a sufficient number of vehicles to operate our businesses without significantly increasing fleet costs or reducing volumes. In addition, in the event that auto manufacturers issue recalls that affect the usage or the supply of vehicles or automotive parts is interrupted, including as a result of public health crises, such as the COVID-19 pandemic, affecting vehicles in our fleet, we may incur additional costs or delays in servicing our fleet, resulting in reduced utilization of the vehicles in our fleet. Reduced utilization could increase the costs of maintaining our fleet or storing or moving unused vehicles.

We intend to sell our vehicles when we determine that such vehicles should be replaced due to age or condition. Our ability to generate a return on these sales may be adversely impacted by the relative strength of the used car market. We currently sell vehicles through auctions, third-party resellers and other channels in the used vehicle marketplace. Such channels may not produce stable used vehicle prices. It may be difficult to estimate the residual value of vehicles used in our platform. A reduction in residual values for vehicles in our fleet could cause us to sustain a substantial loss on the ultimate sale of such vehicles or require us to depreciate those vehicles at a more accelerated rate. If we are unable to obtain and maintain our fleet of vehicles cost-efficiently or if we are unable to accurately forecast the residual values of vehicles in the fleets, our business, financial condition and results of operations could be adversely affected.

Our new delivery service platform may not be successful and may expose us to additional risks.

We are in the process of deploying our new zShip package delivery in select markets. This offering, which began beta testing in Kansas City in 2021, will allow businesses to send goods from one location to another. We started a limited rollout in Austin Texas and Houston Texas markets in the first quarter of 2023. Drivers are provided the opportunity to opt-in to receive delivery requests and are currently paid based on a delivery-specific fare structure. We face a number of challenges that may affect the ultimate success of this offering, including:

•        the market for this service may not develop at all;

•        we may be unable to attract and retain drivers for this service, drivers currently using our platform may not opt-in to drive for this service, or this service may divert drivers from our mobility offerings, which may create shortages of driver supply;

•        we may be unable to attract and retain businesses to participate in this service;

•        we may fail to develop an effective pricing model for this offering that incentivizes drivers and businesses to use this service while maintaining margins for us;

•        our competitors may have more experience with respect to business or customer deliveries, greater brand recognition in the delivery space, or greater financial or other resources that enable them to derive greater revenue, attract and retain drivers and businesses for their similar offerings, and more efficiently provide their offerings;

•        we may incur additional costs and expenses associated with providing business or rider delivery services, including insurance-related and other costs;

•        we may be subject to litigation in a number of areas, including personal injury and automotive liability;

•        we are subject to a variety of laws and regulations that are costly to comply with and may affect the profitability of this offering or our ability to offer delivery in some markets, including laws and regulations regarding pricing or driver benefits, and any failure to comply with such laws and regulations will adversely affect our deliveries offering; and

•        we may fail to effectively respond to market developments in a timely manner, or at all.

Additionally, the development of this delivery service platform may divert resources, including management’s attention, from our other offerings and adversely affect their development. If we are unable to develop and grow our delivery service platform, or unable to do so cost-effectively, whether as a result of our own actions or market conditions more generally, our business, financial condition and results of operations could be adversely affected.

We may expand our services and offerings outside the United States in the future, and any future international expansion strategy will subject us to additional costs and risks and our plans may not be successful.

We may expand our services and offerings outside the United States in the future. Operating outside of the United States may require significant management attention to oversee operations over a broad geographic area with varying cultural norms and customs, in addition to placing strain on our finance, analytics, compliance, legal, engineering and operations teams. We may incur significant operating expenses and may not be successful in our international expansion for a variety of reasons, including:

•        recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture across all of our offices;

•        competition from local incumbents that better understand the local market, may market and operate more effectively and may enjoy greater local affinity or awareness;

•        differing demand dynamics, which may make our offerings less successful;

•        public health concerns or emergencies, such as the COVID-19 pandemic and other highly communicable diseases or viruses;

•        complying with varying laws and regulatory standards, including with respect to privacy, data protection, cybersecurity, tax, trade compliance and local regulatory restrictions and disclosure requirements;

•        ineffective legal protection of our intellectual property rights in certain countries or theft or unauthorized use or publication of our intellectual property and other confidential business information;

•        obtaining any required government approvals, licenses or other authorizations;

•        varying levels of Internet and mobile technology adoption and infrastructure;

•        currency exchange restrictions or costs and exchange rate fluctuations;

•        political, economic, or social instability;

•        tax policies, treaties or local laws and regulations that could have an unfavorable business impact; and

•        limitations on the repatriation and investment of funds as well as foreign currency exchange restrictions.

Our lack of experience in operating our business internationally increases the risk that any potential future international expansion efforts that we may undertake may not be successful. If we invest substantial time and resources to expand our operations internationally and are unable to manage these risks effectively, our business, financial condition and results of operations could be adversely affected.

In addition, international expansion may increase our risks in complying with laws and standards in the U.S. and other jurisdictions, including with respect to customs, anti-corruption, anti-bribery, export controls and trade and economic sanctions. We cannot assure you that our employees and agents will not take actions in violation of applicable laws, for which we may be ultimately held responsible. In particular, any violation of the applicable anti-corruption, anti-bribery, export controls and similar laws could result in adverse media coverage, investigations,

significant legal fees, loss of export privileges, severe criminal or civil sanctions or suspension or debarment from U.S. government contracts, and/or substantial diversion of management’s attention, all of which could have an adverse effect on our reputation, brand, business, financial condition and results of operations.

We are subject to climate change risks, including physical and transitional risks, and if we are unable to manage such risks, our business may be adversely impacted.

We face climate change related physical and transition risks, which include the risk of market shifts toward electric vehicles (“EVs”) and lower carbon business models and risks related to extreme weather events or natural disasters. If we acquire EVs in the future, or if our drivers utilize their own EVs in providing services under our platform, the increased costs of acquiring and maintaining EVs and range limitations of EVs could increase our and our drivers’ operating costs. In addition, climate-related events, including the increasing frequency, severity and duration of extreme weather events and their impact on critical infrastructure in the United States and elsewhere, have the potential to disrupt our business, our third-party suppliers, and the business of drivers using our platform, and may cause us to experience higher losses and additional costs to maintain or resume operations. Furthermore, as we continue to expand our operations, we may in the future become subject to emerging climate policies such as California’s Clean Miles Standard and Incentive Program, which imposes greenhouse gas and EV requirements on our industry. Failure to meet such future requirements may have adverse impacts on our costs and ability to operate in California, as well as public goodwill towards our company.

Risks Related to Regulatory and Legal Factors

Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm our business, financial condition and results of operations.

We are subject to a wide variety of laws in the United States and other jurisdictions. Laws, regulations and standards governing issues such as TNCs, taxi cab operations, worker classification, labor and employment, anti-discrimination, payments, gift cards, whistleblowing and worker confidentiality obligations, product liability, defects, recalls, auto maintenance and repairs, personal injury, text messaging, subscription services, intellectual property, securities, rider protection, taxation, privacy, data security, competition, unionizing and collective action, antitrust, terms of service, mobile application accessibility, insurance, money transmittal, non-emergency medical transportation, healthcare fraud, waste, and abuse, environmental health and safety, greenhouse gas emissions, background checks, public health, anti-corruption, anti-bribery, political contributions, lobbying, import and export restrictions, trade and economic sanctions, foreign ownership and investment, foreign exchange controls and delivery of goods including (but not limited to) medical supplies and prescription drugs are often complex and subject to varying interpretations, in many cases due to their lack of specificity. As a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state and local administrative agencies.

We operate a network of taxi operators and transportation service providers. As such, we are subject to a wide variety of laws and regulations at both the state and local levels. These laws, regulations and standards govern matters concerning taxi, black car, shuttle and paratransit services, TNCs, ridesharing, worker classification, labor and employment, anti-discrimination, payments, gift cards, whistleblowing and worker confidentiality obligations, product liability, personal injury, text messaging, subscription services, intellectual property, rider protection, taxation, privacy, data security, competition, unionizing and collective action, arbitration agreements and class action waiver provisions, terms of service, mobile application accessibility, bike and scooter sharing, money transmittal, non-emergency medical transportation, autonomous vehicles and background checks.

The type of regulation varies. As such, we are sometimes governed by extensive regulations that may apply to nearly every aspect of our taxi service, including but not limited to, market entry, transfer of control, fleet size. franchises, fare setting, airport surcharges, driver requirements, limitations on the number of permits, vehicle requirements, insurance coverage, geographic coverage, access for disabled riders, antidiscrimination provisions and proof of public convenience and necessity. In certain jurisdictions our black car, shuttle, and paratransit services are also subject to somewhat similar regulations.

We also operate as a TNC in Missouri, Indiana and Pennsylvania. Due to the rapid changes that are occurring in the transportation industry as a result of new information and communications technologies in general and in ridesharing in particular, large majority of states have adopted laws related to TNCs to address the unique issues of the ridesharing industry. New laws and regulations and changes to existing laws and regulations continue to be adopted, implemented and interpreted in response to our industry and related technologies. These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state and local administrative agencies.

We may be subjected to claims and lawsuits and other proceedings that may adversely affect our business, financial condition and results of operations.

We have been subject to claims, lawsuits, and other legal and regulatory proceedings in the ordinary course of business, and we may become subject to additional types of claims, lawsuits, government investigations and legal or regulatory proceedings as our business grows and as we deploy new offerings. We have also been subject to claims, lawsuits and other legal and regulatory proceedings seeking to hold us liable for the actions of independent contractor drivers on our platform.

The results of any such claims, lawsuits, arbitration proceedings, government investigations or other legal or regulatory proceedings cannot be predicted with certainty. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant management attention and divert significant resources. Determining reserves for our pending litigation is a complex and fact-intensive process that requires significant subjective judgment and speculation. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect our business, financial condition and results of operations. These proceedings could also result in harm to our reputation and brand, sanctions, consent decrees, injunctions or other orders requiring a change in our business practices. Any of these consequences could adversely affect our business, financial condition and results of operations. Furthermore, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business, commercial, and government partners and current and former directors and officers.

As we continue to expand our platform offerings and user base, we may become subject to additional laws and regulations, which may differ or conflict from one jurisdiction to another. Many of these laws and regulations were adopted prior to the advent of the TNC industry and related technologies and, as a result, do not contemplate or address the unique issues faced by the TNC industry.

For example, contracting with healthcare entities and transportation brokers representing healthcare entities may subject us to certain healthcare related laws and regulations. These laws and regulations may impose additional requirements on us and our platform in providing access to rides on behalf of healthcare partners through our enterprise mobility services offered by our Other segment. Additional requirements may arise related to the collection and storage of data and systems infrastructure design, all of which could increase the costs associated with our offerings to healthcare partners. With respect to our healthcare rides matched through our enterprise mobility offering and provided to Medicaid or Medicare Advantage beneficiaries, we are subject to healthcare fraud, waste and abuse laws that impose penalties for violations. Significant violations of such laws could lead to our loss of Medicaid provider enrollment status, and could also potentially result in exclusion from the federal programs as an authorized transportation platform provider. Further, we may in certain circumstances be or become considered a government contractor with respect to certain of our services, which would expose us to certain risks such as the government’s ability to unilaterally terminate contracts, the public sector’s budgetary cycles and funding authorization, and the government’s administrative and investigatory processes.

Despite our efforts to comply with applicable laws, regulations and other obligations relating to our platform offerings, it is possible that our practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. Our failure, or the failure by our third-party providers or partners, to comply with applicable laws or regulations or any other obligations relating to our platform offerings, could harm our reputation and brand, discourage new and existing drivers and riders from using our platform, lead to refunds of rider fares or result in fines or proceedings by governmental agencies or private claims and litigation, any of which could adversely affect our business, financial condition and results of operations.

A determination in, or settlement of, any legal proceeding, whether we are party to such legal proceeding or not, that involves our industry, could harm our business, financial condition and results of operations. For example, a determination that classifies one of our drivers as an employee, whether we are party to such determination or not, could cause us to incur significant expenses or require substantial changes to our business model.

Our business would be adversely affected if drivers were classified as employees, workers or quasi-employees.

The classification of drivers as independent contractors by mobility service providers is currently being challenged in courts, by legislators and by government agencies in the United States and abroad. We believe that our drivers are independent contractors because, among other things, they can choose whether, when, and where to provide services on our platform, can experience profit (or a potential loss) because they have an investment in their business, are obligated to pay the full lease regardless of what they earn, and even if they own their own car, the contractors must pay a flat fee to purchase our services. Further, the contractors are free to provide services on our competitors’ platforms. All of our operating companies are licensed as taxicab companies and in some markets are also licensed as TNCs. Our business model is a hybrid between a taxicab and a TNC while primarily operating as a licensed taxicab operator with app-based features similar to other TNC companies (e.g. Uber or Lyft). Nevertheless, we may not be successful in defending the classification of drivers in some or all jurisdictions should a challenge to their classification arise. Furthermore, the costs associated with defending, settling, or resolving pending and future government agency investigations, board complaints, and lawsuits relating to the classification of drivers may be material to our business.

Changes to federal, state, and local laws governing the definition or classification of independent contractors, or agency and judicial decisions regarding independent contractor classification, could require classification of drivers as employees (or workers or quasi-employees where those statuses exist) and/or representation of drivers by labor unions. For example, California’s Assembly Bill 5 (“AB5”) became effective as of January 1, 2020. Government authorities and private plaintiffs have brought litigation asserting that Assembly Bill 5 requires drivers in California to be classified as employees. Various lawsuits have been brought to challenge AB5 including a case that is now pending at the Ninth Circuit. Oral argument was held in July 2022. Related lawsuits have also been brought by the trucking industry to challenge application of AB5 to commercial truck drivers. The Ninth Circuit upheld the law finding that AB5 is a proper regulation of economic activity, not speech, and that it was not preempted by federal law. On June 27, 2022, the United States Supreme Court declined to hear those cases.

As a response to AB5, in November 2020, California voters approved Proposition 22, a California state ballot initiative that provides a framework for drivers that use platforms like ours for independent contractor work. Proposition 22 went into effect in December 2020 but in August 2021, a California state court judge declared Proposition 22 unconstitutional and unenforceable. The case is currently on appeal to the California Court of Appeals. As of August 2022, oral argument was pending. If Proposition 22 is upheld, for any operations we may develop in California, our drivers may be able to maintain their status as independent contractors under California law, however, we and our competitors will be required to comply with the provisions of Proposition 22.

There are similar challenges in other jurisdictions. For example, in July 2020, the Massachusetts Attorney General filed a complaint against Uber and Lyft, alleging that drivers are misclassified, and seeking an injunction. There are other government agency and private lawsuits by drivers or classes of drivers throughout the United States also challenging their independent contractor classification. Note, these examples are representative and not exhaustive of the types of misclassification legislation and potential legal challenges we may face in various jurisdictions.

In addition, reclassification of drivers as employees, workers or quasi-employees where those statuses exist, have and could lead to groups of drivers becoming represented by labor unions and similar organizations. If a significant number of drivers were to become unionized and collective bargaining agreement terms were to deviate significantly from our business model, our business, financial condition, operating results and cash flows could be materially adversely affected. In addition, a labor dispute involving drivers may harm our reputation, disrupt our operations and reduce our net revenues, and the resolution of labor disputes may increase our costs.

While our business differs in some material respects from that of Uber and Lyft, and historically taxi drivers have been considered independent contractors, courts, administrative agencies, or other governing bodies may choose to apply the rules applicable to other industries to our business given our app-based capabilities, which may have a material impact on our business model, our business, financial condition, operating results and cash flows

which could be materially adversely affected. If, as a result of legislation or judicial decisions, we are required to classify drivers as employees, we would incur significant additional expenses for compensating drivers, including expenses associated with the application of wage and hour laws (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes (direct and indirect), and potential penalties. In this case, we anticipate significant price increases for riders to offset these additional costs. Additionally, we may not have adequate driver supply as drivers may opt out of our platform given the loss of flexibility under an employment model, and we may not be able to contract with a majority of the drivers currently using our platform. Further, any such reclassification would require us to fundamentally change our business model, and consequently have an adverse effect on our business, results of operations, financial position and cash flows.

In addition, if we are required to classify drivers as employees, workers or quasi-employees, this may impact our current financial statement presentation including revenue and cost of revenue.

Changes in laws or regulations relating to privacy or the protection or transfer of data relating to individuals, or any actual or perceived failure by us to comply with such laws and regulations or any other obligations relating to privacy or the protection or transfer of data relating to individuals, could adversely affect our business.

We, or vendors operating on our behalf, receive, transmit, and store a large volume of personal data relating to the users on our platform, as well as other personal data relating to individuals such as our employees and independent contractors including drivers. Numerous local, municipal, state, federal, and international laws and regulations address privacy and the collection, storing, sharing, use, disclosure, and protection of certain types of data, including without limitation the California Online Privacy Protection Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, the Telephone Consumer Protection Act of 1991 (the “TCPA”), Section 5 of the Federal Trade Commission Act, the California Consumer Privacy Act (the “CCPA”), the California Privacy Rights Act (the “CPRA”) and the U.S. Federal Health Insurance Portability and Accountability Act of 1996, (“HIPAA”), and newly passed legislation in states such as Virginia, Colorado, Connecticut, and Utah. These laws, rules, and regulations evolve frequently and their scope may continually change, through new legislation, amendments to existing legislation, and changes in enforcement, and may be inconsistent from one jurisdiction to another.

In the United States, the CCPA, which went into effect on January 1, 2020, among other things, requires disclosures to California riders, imposes obligations on businesses that process California riders’ personal information, and affords such riders new rights, including the ability to opt out of certain sales of personal information. The CCPA provides for fines of up to $7,500 per violation as well as a private right of action for certain data breaches that result in the loss of personal information, which could increase the likelihood of, and risks associated with, data breach litigation.

The CCPA continues to evolve and could require us to modify our data processing practices and policies and expose us to further regulatory or operational burdens. Also, the CPRA was approved by California voters and significantly modifies the CCPA, resulting in further uncertainty and likely requiring us to incur additional costs and expenses in an effort to comply. The CPRA has created obligations relating to personal information as of January 1, 2022. Other states have also enacted or proposed similar privacy laws, including Virginia, Colorado, Connecticut, and Utah. All of these laws differ from the CPRA and similar laws are being considered by other state legislatures. This legislation and other proposed laws may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of data and could result in increased compliance costs or changes in business practices and policies. In addition, all 50 states have laws including obligations to provide notification of security breaches involving personal data to affected individuals, state officers and others.

Moreover, we may become subject to additional countries’ privacy laws if we expand into other countries. For example, we may become subject to the GDPR, which imposes strict requirements relating to the processing of personal data. European Union (“EU”) member states have enacted legislation that adds to or interprets the GDPR requirements and potentially extends our obligations and potential liability for failing to meet such obligations. Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to the United States as well as other countries that have not been found to provide adequate protection to such personal data. The GDPR also afford greater control for data subjects (for example, the “right to be forgotten”), increased data portability for data subjects, and data breach notification requirements. Noncompliance is subject to

significant penalties, which can include fines of up to the greater of €20 million or 4% of total worldwide revenue and injunctions against the processing of personal data. Such penalties are in addition to any civil litigation claims by riders and data subjects. Other countries each have their own privacy laws with additional requirements and potential liabilities if we are or become subject to their requirements (e.g., Canada’s Personal Information Protection and Electronic Documents Act).

Further, the collection and storage of data in connection with the use of our enterprise mobility offerings in our Other segment for healthcare services by healthcare partners subjects us to compliance requirements under HIPAA. HIPAA and its implementing regulations contain requirements regarding the use, collection, security, storage and disclosure of individuals’ protected health information, or PHI. In 2009, HIPAA was amended by the HITECH Act to impose certain of HIPAA’s privacy and security requirements directly upon business associates of covered entities. Contracted healthcare entities including healthcare providers, health plans, and transportation brokers using our enterprise mobility offerings in our Other segment for healthcare services are either covered entities or business associates under HIPAA. We must also comply with HIPAA as we use and disclose the PHI of riders in our capacity as a business associate of other contracted healthcare entities. Compliance obligations under HIPAA include privacy, security and breach notification obligations, and could subject us to increased liability for any unauthorized uses or disclosures of PHI determined to be a “breach.” If we knowingly breach the HITECH Act’s requirements, we could be exposed to criminal liability. A breach of our safeguards and processes could expose us to civil penalties that range from $100 - $50,000 per violation, with an annual maximum per violation calendar year cap of $1.5 million for “willful neglect” violations and the possibility of civil litigation.

In addition to laws and regulations, we are subject to industry standards, such as the Payment Card Industry Data Security Standard, which requires companies to adopt certain measures to ensure the security of cardholder information. We may also be contractually required to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any laws, regulations or other legal obligations relating to privacy, data protection, information security or consumer protection or any loss, unavailability or inadvertent or unauthorized use, modification, disclosure, or other processing of data that we store or handle as part of operating our business.

We may incur significant expenses in an effort to comply with privacy, data protection, and information security standards and protocols imposed by law, regulation, industry standards, or contractual obligations. In particular, with laws and regulations such as the CCPA, CPRA, new state laws, the potential for new federal legislation, and GDPR imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices and may incur significant costs and expenses in an effort to do so. In particular, with regard to HIPAA, we may incur increased costs as we perform our obligations to our healthcare riders under our agreements with them.

We rely on third-party service providers to conduct marketing via text messaging and assist in TCPA compliance. Any interruption, delays, or modifications in services from these third parties could result in liabilities in connection with laws and regulations, including TCPA, that address privacy and the collection, storing, sharing, use, disclosure, and protection of certain types of data.

Despite our efforts to comply with applicable laws, regulations, and other obligations relating to privacy, data protection, and information security, it is possible that our or our vendors’ interpretations of the law, practices, or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations, or obligations. Our failure, or the failure by our vendors on our platform, to comply with applicable laws or regulations or any other obligations relating to privacy, data protection, or information security, or any compromise of security that results in unauthorized access to, or use or release of personal data or other data relating to drivers, riders, or other individuals, or the perception that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing drivers and riders from using our platform, or result in notifications to victims and offering of remediation services, fines, investigations, or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect our business, financial condition, and results of operations. Even if not subject to legal challenge, the perception of privacy concerns, whether or not valid, may harm our reputation and brand and adversely affect our business, financial condition, and results of operations.

Risks Related to Dependencies on Third Parties

The successful operation of our business depends upon the performance and reliability of Internet, mobile, and other infrastructures that are not under our control.

Our business depends on the performance and reliability of Internet, mobile, and other infrastructures that are not under our control. Disruptions in Internet infrastructure or GPS signals or the failure of telecommunications network operators to provide us with the bandwidth we need to provide our services and offerings have interfered, and could continue to interfere with the speed and availability of our platform. If our platform is unavailable when platform users attempt to access it, or if our platform does not load as quickly as platform users expect, platform users may not return to our platform as often in the future, or at all, and may use our competitors’ services or offerings more often. In addition, we have no control over the costs of the services provided by national telecommunications operators. If mobile Internet access fees or other charges to Internet users increase, rider traffic may decrease, which may in turn cause our revenue to significantly decrease.

Our business depends on the efficient and uninterrupted operation of mobile communications systems. The occurrence of an unanticipated problem, such as a power outage, telecommunications delay or failure, security breach, or computer virus could result in delays or interruptions to our services, offerings, and platform, as well as business interruptions for us and platform users. Furthermore, foreign governments may leverage their ability to shut down directed services, and local governments may shut down our platform at the routing level. Any of these events could damage our reputation, significantly disrupt our operations, and subject us to liability, which could adversely affect our business, financial condition, and operating results. We have invested significant resources to develop new services to mitigate the impact of potential interruptions to mobile communications systems, which can be used by riders in territories where mobile communications systems are less efficient. However, these services may ultimately be unsuccessful.

We rely on third parties maintaining open marketplaces to distribute our platform and to provide the software we use in certain of our services and offerings. If such third parties interfere with the distribution of our services or offerings or with our use of such software, our business would be adversely affected.

Our platform relies on third parties maintaining open marketplaces, including the Apple App Store and Google Play, which make applications available for download. We cannot assure you that the marketplaces through which we distribute our platform will maintain their current structures or that such marketplaces will not charge us fees to list our applications for download. For example, Apple Inc. requires that iOS apps obtain users’ permission to track their activities across third-party apps and websites. If iOS users do not grant us such permission, our ability to target those users for advertisements and to measure the effectiveness of such advertisements may be adversely affected, which could decrease the effectiveness of our advertising, and increase our costs to acquire and engage users on our platform. We rely upon certain third parties to provide software for our services and offerings, including Google Maps for the mapping function that is critical to the functionality of our platform. We do not believe that an alternative mapping solution exists that can provide the global functionality that we require to offer our platform in all of the markets in which we operate. We do not control all mapping functions employed by our platform or drivers using our platform, and it is possible that such mapping functions may not be reliable. If such third parties cease to provide access to the third-party software that we and drivers use, do not provide access to such software on terms that we believe to be attractive or reasonable, or do not provide us with the most current version of such software, we may be required to seek comparable software from other sources, which may be more expensive or inferior, or may not be available at all, any of which would adversely affect our business.

Our business depends upon the interoperability of our platform across devices, operating systems, and third-party applications that we do not control.

One of the most important features of our platform is its broad interoperability with a range of devices, operating systems, and third-party applications. Our platform is accessible from the web and from devices running various operating systems such as iOS and Android. We depend on the accessibility of our platform across these third-party operating systems and applications that we do not control. Moreover, third-party services and offerings are constantly evolving, and we may not be able to modify our platform to assure its compatibility with that of other third parties following development changes. The loss of interoperability, whether due to actions of third parties or otherwise, could adversely affect our business.

We rely on third parties for elements of the payment processing infrastructure underlying our platform. If these third-party elements become unavailable or unavailable on favorable terms, our business could be adversely affected.

The convenient payment mechanisms provided by our platform are key factors contributing to the development of our business. We rely on third parties for elements of our payment-processing infrastructure to remit payments to drivers using our platform, and these third parties may refuse to renew our agreements with them on commercially reasonable terms or at all. If these companies become unwilling or unable to provide these services to us on acceptable terms or at all, our business may be disrupted. For certain payment methods, including credit and debit cards, we generally pay interchange fees and other processing and gateway fees, and such fees result in significant costs. In addition, online payment providers are under continued pressure to pay increased fees to banks to process funds, and there is no assurance that such online payment providers will not pass any increased costs on to merchant partners, including us. If these fees increase over time, our operating costs will increase, which could adversely affect our business, financial condition, and operating results.

Future failures of the payment processing infrastructure underlying our platform could cause drivers to lose trust in our payment operations and could cause them to instead use our competitors’ platforms. If the quality or convenience of our payment processing infrastructure declines as a result of these limitations or for any other reason, the attractiveness of our business to drivers and riders could be adversely affected. If we are forced to migrate to other third-party payment service providers for any reason, the transition would require significant time and management resources, and may not be as effective, efficient, or well-received by platform users.

We currently rely on a small number of third-party service providers to host a significant portion of our platform, and any interruptions or delays in services from these third parties could impair the delivery of our services and offerings and harm our business.

We use third-party cloud computing services in the United States and abroad. We do not control the operations of our third-party service providers. These third-party operations may experience break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism, and other misconduct. These facilities may also be vulnerable to damage or interruption from power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, and similar events. Our systems do not provide complete redundancy of data storage or processing, and as a result, the occurrence of any such event, a decision by our third-party service providers to close our co-located data centers without adequate notice, or other unanticipated problems may result in our inability to serve data reliably or require us to migrate our data to a new cloud computing service. This could be time consuming and costly and may result in the loss of data, any of which could significantly interrupt the provision of our services and offerings and harm our reputation and brand. We may not be able to easily switch to another cloud provider in the event of any disruptions or interference to the services we use, and even if we do, other cloud providers are subject to the same risks. Interruptions in the delivery of our services and offerings may reduce our revenue, cause drivers to stop offering their services through our platform, and reduce use of our platform by riders. Our business and operating results may be harmed if current and potential drivers or riders believe our platform is unreliable. In addition, if we are unable to scale our data storage and computational capacity sufficiently or on commercially reasonable terms, our ability to innovate and introduce new services on our platform may be delayed or compromised, which would have an adverse effect on our growth and business.

We rely on third-party insurance policies to insure and reinsure our auto-related and operations-related risks. If our insurance or reinsurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business, which could adversely affect our business, financial condition and results of operations.

We, through deductibles, often bear significant financial risk with respect to auto-related incidents, including auto liability, uninsured and underinsured motorist, auto physical damage, first party injury coverages including personal injury protection under state law and general business liabilities up to certain limits. To comply with applicable United States insurance regulatory requirements for auto-related risks, we procure a number of third-party insurance policies which provide the required coverage in such jurisdictions. If we fail to comply with state insurance regulatory requirements or other regulations governing insurance coverage, our business, financial condition and results of operations could be adversely affected. If any of our third-party insurance providers or administrators who handle the claim on behalf of the third-party insurance providers become insolvent, they could

be unable to pay any operations-related claims that we make. In addition, we rely on a limited number of third-party insurance service providers to service our auto-related claims. If any of our third-party insurance service providers fails to service claims to our expectations, discontinues or increases the cost of coverage or changes the terms of such coverage in a manner not favorable to our drivers or to us, we cannot guarantee that we would be able to secure replacement coverage or services on reasonable terms in an acceptable time frame or at all. If we cannot find alternate third-party insurance service providers on terms acceptable to us, we may incur additional expenses related to servicing such auto-related claims using internal resources.

We also procure third-party insurance policies to cover various operations-related risks including employment practices liability, workers’ compensation, business interruptions, cybersecurity and data breaches, crime, directors’ and officers’ liability and general business liabilities, including product liability. We may not obtain enough insurance to adequately mitigate such operations-related risks, and we may have to pay high premiums, self-insured retentions or deductibles for the coverage we do obtain. Additionally, if any of our insurance or reinsurance providers becomes insolvent, each may be unable to pay any operations-related claims that we make. Certain losses may be excluded from insurance coverage including, but not limited to losses caused by intentional act, pollution, contamination, virus, bacteria, terrorism, war and civil unrest.

The amount of one or more auto-related claims or operations-related claims could exceed our applicable aggregate coverage limits, for which we have borne and could continue to bear the excess, in addition to amounts already incurred in connection with deductibles or self-insured retentions. Insurance providers have raised premiums and deductibles for many types of claims, coverages and for a variety of commercial risks and are likely to do so in the future. As a result, our insurance and claims expense could increase, or we may decide to raise our deductibles or self-insured retentions when our policies are renewed or replaced to manage pricing pressure. Our business, financial condition and results of operations could be adversely affected if (i) cost per claim, premiums or the number of claims significantly exceeds our historical experience (ii) we experience a claim in excess of our coverage limits, (iii) our insurance providers fail to pay on our insurance claims, (iv) we experience a claim for which coverage is not provided, (v) the number of claims and average claim cost under our deductibles or self-insured retentions differs from historic averages or (vi) an insurance policy is cancelled or non-renewed.

We establish insurance reserves for claims incurred but not yet paid and claims incurred but not yet reported and any related estimable expenses, and we periodically evaluate and, as necessary, adjust our actuarial assumptions and insurance reserves as our experience develops or new information is learned. We employ various predictive modeling and actuarial techniques and make numerous assumptions based on limited historical experience and industry statistics to estimate our insurance reserves. Estimating the number and severity of claims, as well as related judgment or settlement amounts, is inherently difficult, subjective and speculative. As a result, our actual losses for claims and related expenses may deviate, individually or in the aggregate, from the insurance reserves reflected in our consolidated financial statements. If we determine that our estimated insurance reserves are inadequate, we may be required to increase such reserves at the time of the determination, which could negatively impact our financial condition and results of operations.

General Risks

Our business could be adversely affected by natural disasters, public health crises, political crises, economic downturns or other unexpected events.

A significant natural disaster, such as an earthquake, fire, hurricane, tornado, flood or significant power outage, could disrupt our operations, mobile networks, the Internet or the operations of our third-party technology providers. The impact of climate change may increase these risks. In addition, any public health crises, such as the COVID-19 pandemic, other epidemics, political crises, such as terrorist attacks, war and other political or social instability and other geopolitical developments, or other catastrophic events, whether in the United States or abroad, could adversely affect our operations or the economy as a whole. The impact of any natural disaster, act of terrorism or other disruption to us or our third-party providers’ abilities could result in decreased demand for our offerings or a delay in the provision of our offerings, which could adversely affect our business, financial condition and results of operations. All the aforementioned risks may be further increased if our disaster recovery plans prove to be inadequate.

Worsening of the COVID-19 pandemic could have an adverse impact on our business and operations.

In March 2020, the World Health Organization declared the outbreak of the COVID-19 pandemic. In an attempt to limit the spread of the virus, various governments around the world implemented travel restrictions, business restrictions, school closures, limitations on social or public gatherings, and other measures. Most of these restrictions and other measures have been lifted in the United States, and the economic effect of the pandemic has mostly subsided. However, COVID-19 has not been eliminated entirely, and the effect of COVID-19 has evolved.

The COVID-19 pandemic has previously affected our near-term financial results and may adversely impact our long-term financial results, which has required and may continue to require significant actions in response, including but not limited to, additional reductions in workforce and certain changes to pricing models of our offerings, all in an effort to mitigate such impacts. In light of the evolving nature of COVID-19 and the uncertainty it has produced around the world, we do not believe it is possible to predict with precision the pandemic’s cumulative and ultimate impact on our future business operations, liquidity, financial condition, and results of operations. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak and any future “waves” or resurgences of the outbreak or variants of the virus, both globally and within the United States, the administration, adoption and efficacy of vaccines in the United States and internationally, the impact on capital and financial markets, the impact on global supply chains, foreign currencies exchange, governmental or regulatory orders that impact our business and whether the impacts may result in permanent changes to our end-users’ behaviors, all of which are highly uncertain and cannot be predicted.

The impact of economic conditions, including the resulting effect on discretionary rider spending, may harm our business and operating results.

Our performance is subject to economic conditions and their impact on levels of discretionary rider spending. Some of the factors that have an impact on discretionary rider spending include general economic conditions, unemployment, consumer debt, reductions in net worth, residential real estate and mortgage markets, taxation, energy prices, interest rates, consumer confidence, and other macroeconomic factors. Consumer preferences tend to shift to lower-cost alternatives during recessionary periods and other periods in which disposable income is adversely affected. In such circumstances, consumers may choose to forgo our offerings for lower-cost personal vehicle or public transportation alternatives, or may reduce total miles traveled as economic activity decreases. Such a shift in consumer behavior may reduce our network demand and may harm our business, financial condition, and operating results. Alternatively, if economic conditions improve, it could lead to drivers obtaining additional or alternative opportunities for work, which could negatively impact the number of drivers on our platform, and thereby reduce our network size.

Increases in fuel, food, labor, energy, and other costs due to inflation and other factors could adversely affect our operating results.

Factors such as inflation, increased fuel and energy prices, and increased vehicle purchase or maintenance costs, including increased prices of new and used vehicle parts as a result of recent global supply chain challenges, and increased labor and employee benefit costs may increase operating costs for us and our drivers. Many of the factors affecting these costs are beyond the control of us and our drivers. In many cases, these increased costs may cause drivers to leave our platform or to seek alternative sources of income. A decreased supply of drivers or riders on our platform would decrease our network supply, which could harm our business and operating results.

Risks Related to WHC’s Business Following the Business Combination

Changes in U.S. tax legislation may adversely affect our financial condition, operating results, and cash flows.

We are a U.S.-based company subject to tax in multiple U.S. tax jurisdictions. U.S. tax legislation enacted in 2017 (modified in 2020) and 2022, has significantly changed the U.S. federal income taxation of U.S. corporations. The legislation and regulations promulgated in connection therewith remain unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and incremental implementing regulations by the U.S. Treasury and U.S. Internal Revenue Service (the “IRS”), any of which could lessen or

increase certain adverse impacts of the legislation. In addition, it remains unclear in some instances how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

We are unable to predict what U.S. tax reforms may be proposed or enacted in the future or what effects such future changes would have on our business. Any such changes in tax legislation, regulations, policies or practices in the jurisdictions in which we operate could increase the estimated tax liability that we have expensed to date and paid or accrued on our balance sheet; affect our financial position, future operating results, cash flows, and effective tax rates where we have operations; reduce post-tax returns to our equity holders; and increase the complexity, burden, and cost of tax compliance. We are subject to potential changes in relevant tax, accounting, and other laws, regulations, and interpretations, including changes to tax laws applicable to corporate multinationals. The governments of countries in which we operate and other governmental bodies could make unprecedented assertions about how taxation is determined in their jurisdictions that are contrary to the way in which we have interpreted and historically applied the rules and regulations described above in our income tax returns filed in such jurisdictions. New laws could significantly increase our tax obligations in the countries in which we do business or require us to change the manner in which we operate our business. Many of these changes to the taxation of our activities could increase our worldwide effective tax rate and harm our financial position, operating results, and cash flows.

We may require additional capital to support the growth of our business, and this capital might not be available on reasonable terms or at all.

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

Risks Related to Ownership of New WHC’s Class A Common Stock

An active trading market for New WHC Class A Common Stock may never develop or be sustained.

We cannot assure you that an active trading market for New WHC Class A Common Stock will develop on the NYSE or elsewhere. If an active trading market does not develop, or develops but is not maintained, you may have difficulty selling any shares of New WHC Class A Common Stock due to the limited public float. Accordingly, we cannot assure you of your ability to sell your shares of New WHC Class A Common Stock when desired, or as to the prices that you may obtain for your shares.

Upon consummation of the Business Combination, the market price of New WHC Class A Common Stock may be volatile, which could result in substantial losses for investors.

Upon consummation of the Business Combination, the price of New WHC Class A Common Stock may fluctuate due to a variety of factors, including:

•        the timing of the launch and commercialization of New WHC’s additional services and degree to which such launch and commercialization meets the expectations of securities analysts and investors;

•        actual or anticipated fluctuations in New WHC’s operating results, including fluctuations in its quarterly and annual results;

•        operating expenses being more than anticipated;

•        the failure or discontinuation of any of New WHC’s service development;

•        the success of existing or new competitive businesses or technologies;

•        announcements about new services from New WHC’s competitors;

•        developments or disputes concerning proprietary rights;

•        data security incidents;

•        the recruitment or departure of key personnel;

•        litigation and governmental investigations involving New WHC, its industry or both;

•        regulatory or legal developments in the United States and other countries;

•        volatility and variations in market conditions in the mobility industry generally, or the on-demand transportation sector specifically;

•        any safety incidents or public reports of safety incidents that occur in our industry;

•        investor perceptions of New WHC or its industry;

•        the level of expenses related to any of New WHC’s portfolio of mobility service offerings;

•        actual or anticipated changes in New WHC’s estimates as to its financial results or development timelines, variations in its financial results or those of companies that are perceived to be similar to New WHC or changes in estimates or recommendations by securities analysts, if any, that cover New WHC Class A Common Stock or companies that are perceived to be similar to New WHC;

•        whether New WHC’s financial results meet the expectations of securities analysts or investors;

•        the announcement or expectation of additional financing efforts;

•        sales of New WHC Class A Common Stock by New WHC or by its insiders or other stockholders, including the PIPE Investors;

•        the expiration of the lock-up restrictions under the Investor Rights Agreement;

•        general economic and political conditions, such as inflationary pressures, rising interest rates, potential recession, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism; and

•        the COVID-19 pandemic, natural disasters or major catastrophic events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of the New WHC Class A Common Stock, regardless of New WHC’s actual operating performance.

Reports published by analysts, including projections in those reports that differ from New WHC’s actual results, could adversely affect the price and trading volume of its common stock.

Securities research analysts may establish and publish their own periodic projections for New WHC following consummation of the Business Combination. These projections may vary widely and may not accurately predict the results we actually achieve. The share price of New WHC Class A Common Stock may decline if New WHC’s actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on New WHC downgrades its stock or publishes inaccurate or unfavorable research about its business, the share price of New WHC Class A Common Stock could decline. If one or more of these analysts ceases coverage of New WHC or fails to publish reports on it regularly, the share price or trading volume of New WHC Class A Common Stock could decline. While New WHC expects research analyst coverage following consummation of the Business Combination, if no analysts commence coverage of New WHC, the market price and volume for New WHC’s Class A Common Stock could be adversely affected.

A significant portion of New WHC’s total outstanding shares will be restricted from immediate resale upon the Closing but may be sold into the market in the near future. This could cause the market price of New WHC Class A Common Stock to drop significantly, even if New WHC’s business is doing well.

Sales of a substantial number of shares of New WHC Class A Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New WHC Class A Common Stock.

It is anticipated that, upon completion of the Business Combination, (i) Spree’s Sponsor will own approximately 13.8% of the outstanding New WHC Class A Common Stock, and (ii) the current members of WHC will own 39.9% of the outstanding New WHC Class A Common Stock, on an as-converted basis, through its ownership of Units and New WHC Class X Common Stock, in each case, assuming that none of Spree’s outstanding public shares are redeemed in connection with the Business Combination, or approximately 20.1% and 56.8%, respectively, assuming that the maximum number of Spree’s outstanding public shares are redeemed in connection with the Business Combination while still enabling the Minimum Cash Condition to be met. These percentages assume that 25,945,715 shares of New WHC Class A Common Stock are issued to the holders of ordinary shares of Spree in respect of their existing Spree shares at Closing. In addition, these percentages take into account any shares of New WHC Class A Common Stock that may be issued in a PIPE Financing, if consummated. Based on these assumptions, and assuming that none of Spree’s outstanding public shares are redeemed in connection with the Business Combination, there would be approximately 20,945,715 shares of New WHC Class A Common Stock and 17,260,138 shares of New WHC Class X Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New WHC will be different.

Pursuant to the Investor Rights Agreement, after the consummation of the Business Combination and subject to certain exceptions, Spree’s Sponsor and the WHC members will be restricted from selling or transferring any shares of New WHC Class A Common Stock. However, these shares may be sold after the expiration of the applicable lock-up under the Investor Rights Agreement. Pursuant to the Investor Rights Agreement and the Subscription Agreements, New WHC will be required to file one or more registration statements shortly after the Closing to provide for the resale of shares issued in the PIPE Financing, if any, and the shares of New WHC Class A Common Stock held by the parties to the Investor Rights Agreement. Upon effectiveness of such registration statement(s), subject to the satisfaction of applicable vesting restrictions and the expiration or waiver of the market standoff agreements and the lock-up set forth in the Investor Rights Agreement, the shares issued upon exercise of outstanding stock options, restricted stock unit awards, and warrants or the vesting of other equity awards granted under such plans will be available for immediate resale in the public market. As restrictions on resale end and the registration statements are available for use, the market price of New WHC Class A Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

New WHC does not expect to pay any dividends for the foreseeable future. Investors may never obtain a return on their investment.

You should not rely on an investment in New WHC Class A Common Stock to provide dividend income. New WHC does not anticipate that it will pay any dividends to holders of its common stock in the foreseeable future. Instead, New WHC plans to retain any earnings to maintain and expand its existing operations, services, and continue to invest in its commercial infrastructure. In addition, any future credit facility or financing New WHC obtains may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on New WHC Class A Common Stock. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any return on their investment. As a result, investors seeking cash dividends should not purchase New WHC Class A Common Stock.

The Proposed Certificate of Incorporation designates the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, another state court in Delaware or the federal district court for the District of Delaware) as the exclusive forum for substantially all disputes between New WHC and its stockholders, and also provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit New WHC’s stockholders’ ability to choose the judicial forum for disputes with New WHC or its directors, officers, stockholders, or employees.

The Proposed Certificate of Incorporation provides that, unless New WHC consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New WHC, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer, stockholder, employee or agent of New WHC to New WHC or New WHC’s stockholders, (iii) any action asserting a claim against New WHC or any current or former director, officer, stockholder, employee or agent of New WHC arising out of or relating to any provision of the DGCL, the Proposed Certificate of Incorporation or the Proposed By-Laws (each, as in effect from time to time), or (iv) any action asserting a claim against New WHC or any current or former director, officer, stockholder, employee or agent of New WHC governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Unless New WHC gives an Alternative Forum Consent, the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the Proposed Certificate of Incorporation provides that, unless New WHC consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

Any person or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own) any interest in any of New WHC’s securities shall be deemed to have notice of and consented to the foregoing provisions. Although New WHC believes these exclusive forum provisions benefit it by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with New WHC or any of its directors, officers, stockholders, or other employees, which may discourage lawsuits with respect to such claims against New WHC and its current and former directors, officers, stockholders, or other employees. In addition, a stockholder that is unable to bring a claim in the judicial forum of its choosing may be required to incur additional costs in the pursuit of actions which are subject to the exclusive forum provisions described above. New WHC’s stockholders will not be deemed to have waived New WHC’s compliance with the federal securities laws and the rules and regulations thereunder as a result of New WHC’s exclusive forum provisions. Further, in the event a court finds the exclusive forum provision contained in the Proposed Certificate of Incorporation to be unenforceable or inapplicable in an action, New WHC may incur additional costs associated with resolving such action in other jurisdictions, which could harm its results of operations.

Provisions in New WHC’s Proposed Governing Documents that will be in effect as of the Closing might discourage, delay or prevent a change in control of New WHC or changes in its management and, therefore, depress the trading price of New WHC Class A Common Stock.

Certain provisions of the Proposed Certificate of Incorporation may discourage, delay or prevent a change in control of New WHC, including the following:

•        the New WHC Board will be classified into three classes of directors with staggered three-year terms and directors will only be able to be removed from office for cause by the affirmative vote of holders of two-thirds (2/3) of the outstanding New WHC voting stock;

•        certain amendments to the Proposed Certificate of Incorporation will require the approval of holders of at least 80% of the outstanding New WHC voting stock, voting together as a single class;

•        any stockholder-proposed amendment to certain provisions of the Proposed By-Laws will require the approval of holders of a majority of the outstanding New WHC voting stock;

•        New WHC’s stockholders will be able to take action at a meeting of stockholders but will only be able to take action by written consent if the holders of shares of New WHC Class X Common Stock beneficially own a majority of the total voting power of outstanding stock in New WHC;

•        vacancies on the New WHC Board will be able to be filled only by the majority of the remaining directors then in office, or by the sole remaining director, and not by stockholders;

•        only a majority of the New WHC Board or the chief executive officer are authorized to call a special meeting of stockholders;

•        certain litigation against New WHC can only be brought in Delaware;

•        the Proposed Certificate of Incorporation authorizes the issuance of preferred stock, the terms of which may be established by the New WHC Board and shares of which may be issued, without the approval of the holders of New WHC’s capital stock; and

•        advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These anti-takeover defenses could discourage, delay, or prevent a transaction involving a change in control of New WHC. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for New WHC’s stockholders to receive a premium for their shares of New WHC’s capital stock.

We expect New WHC to qualify as an “emerging growth company” and a “smaller reporting company” within the meaning of the Securities Act, as of the closing of the Business Combination, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make New WHC’s securities less attractive to investors and may make it more difficult to compare New WHC’s performance with other public companies.

Spree currently is, and following the Business Combination, it is expected that New WHC will be, an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act. As such, following the closing of the Business Combination, New WHC will be eligible for, and intends to take advantage of, certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of SOX, not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, the information New WHC provides stockholders will be different than the

information that is available with respect to other public companies that are not emerging growth companies. In this proxy statement/prospectus, not all of the executive compensation related information that would be required if SPREE was not an emerging growth company has been included.

Additionally, we expect New WHC to qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K and Rule 12b-2 under the Securities Exchange Act of 1934. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We expect New WHC to remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of New WHC Class A Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of New WHC Class A Common Stock held by non-affiliates exceeds $700 million as of the prior June 30. To the extent that New WHC continues to qualify as a “smaller reporting company” after New WHC ceases to qualify as an emerging growth company, New WHC will continue to be permitted to make certain reduced disclosures in New WHC’s periodic reports and other documents that it files with the SEC. New WHC cannot predict whether investors will find its common stock less attractive if it relies on these exemptions. If some investors find New WHC Class A Common Stock less attractive as a result, there may be a less active trading market for New WHC Class A Common Stock and its stock price may be more volatile.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. New WHC has elected to avail itself of this exemption from new or revised accounting standards and, therefore, it will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, New WHC’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

We have identified material weaknesses in our internal control over financial reporting, and we may identify additional material weaknesses in the future or fail to maintain effective internal control over financial reporting. If we are unable to maintain an effective system of internal controls in the future, our ability to accurately or timely report our financial condition or results of operations may be adversely affected, which could hurt our business, lessen investor confidence and depress the market price of our securities.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

As an emerging growth company, we are in the process of developing our internal processes and procedures to accommodate our rapid growth in recent years. As of December 31, 2022, our finance and accounting employees have focused primarily on bookkeeping and operational accounting processes and procedures. We rely primarily on third-party accounting professional service firms to provide technical accounting services. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the preparation of our consolidated financial statements for the years ended December 31, 2021 and 2022, we identified material weaknesses in our internal control over financial reporting.

The material weaknesses identified are related to not maintaining proper segregation of duties related to the posting of manual journal entries to the general ledger and not designing and maintaining effective controls over the identification and recognition of non-routine, unusual or complex transactions.

The identified control deficiencies did not result in a material misstatement to our financial statements. However, each of these control deficiencies could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our annual or interim financial statements that would not be prevented or timely detected, and accordingly, we determined that these control deficiencies constitute material weaknesses.

We are progressing with the activities necessary to implement the appropriate accounting policies, processes and controls required to comply with Section 404 of the Sarbanes-Oxley Act. In order to remediate these material weaknesses, we have taken and plan to take the following actions:

•        Continuing to hire personnel with public company experience and providing additional training for our personnel on internal controls as our company continues to grow;

•        Implementing additional controls and processes that operate at a sufficient level of precision and frequency or that evidence the performance of the control, particularly associated with accounting and reporting of revenue and non-routine, unusual or complex transactions;

•        Implementing processes and controls to better identify and manage segregation of duties;

•        Considering system enhancements to reduce reliance on manual processes;

We will not be able to fully remediate these control deficiencies until these steps have been completed, have been operating effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. We and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal control over financial reporting as of December 31, 2021 or any period in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act after the completion of the Business Combination.

We cannot provide assurance that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to these material weaknesses in our internal control over financial reporting nor that they will prevent or avoid potential future material weaknesses If not remediated, these material weaknesses could result in further material misstatements to our annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If we are unable to assert that our internal control over financial reporting is effective, or when required in the future after the completion of this Business Combination, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by the NYSE, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Risks Related to the Business Combination and Spree

The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an underwritten offering and may create risks for our unaffiliated investors.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of the company’s business, financial condition and results of operations. Going public via a business combination with a special purpose acquisition company (“SPAC”) does not involve any underwriters and does not generally necessitate the level of review required to establish a “due diligence” defense as would be customary on an underwritten offering.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the company is established by means of negotiations between the target company, the SPAC and, in some cases, “PIPE” investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a SPAC business combination may be less effective than the book building process in an underwritten public offering and also does not reflect events that

may have occurred between the date of the business combination agreement and the closing of the transaction. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a SPAC transaction and no underwriters with the responsibility of stabilizing the share price that may result in the share price being harder to sustain after the transaction.

Our Sponsor and the other Insiders have entered into letter agreements with us to vote in favor of the Business Combination, regardless of how our public shareholders vote.

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our Sponsor and each other Insider, pursuant to the Voting Agreement, the details and terms of which are further described below in this proxy statement/prospectus, have agreed, among other things, (1) to vote all of their public shares, Class B ordinary shares and the Class A ordinary shares contained in their private units in favor of all the proposals being presented at the extraordinary general meeting, including the Business Combination Proposal and the transactions contemplated thereby, and (2) from the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, to not redeem any public shares (or, if applicable, Class B ordinary shares) held by each. No consideration was provided to the Sponsor in exchange for its agreeing to vote in favor of the Business Combination. As of the date of this proxy statement/prospectus, our Sponsor owns approximately 22.9% of the issued and outstanding ordinary shares. None of the proposals at the extraordinary general meeting is conditioned on the approval by the holders of a majority of the Spree Class A ordinary shares held by shareholders other than the Sponsor or its affiliates.

Neither the Spree Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.

Neither the Spree Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that Spree is paying for WHC is fair to Spree from a financial point of view. Neither the Spree Board nor any committee thereof obtained a third-party valuation in connection with the Business Combination. In analyzing the Business Combination, the Spree Board and management conducted due diligence on WHC and researched the industry in which WHC operates. The Spree Board reviewed, among other things, financial due diligence materials prepared by professional advisors, including quality of earnings reports and tax due diligence reports, financial and market data information on selected comparable companies, the implied purchase price multiple of WHC and the financial terms set forth in the Business Combination Agreement, and concluded that the Business Combination was in the best interest of Spree’s shareholders. Accordingly, investors will be relying solely on the judgment of the Spree Board and management in valuing WHC, and the Spree Board and management may not have properly valued WHC’s business. The lack of a third-party valuation may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.

Spree has not obtained a fairness opinion from an independent investment banking firm, and consequently, there is no assurance from an independent source that the Business Combination is fair to its shareholders from a financial point of view.

Spree is not required to, and has not obtained, a fairness opinion from an independent investment banking firm that the Business Combination is fair to Spree Shareholders from a financial point of view. The fair market value of WHC has been determined by the Spree Board based upon the financial skills and background of its directors, and Spree Shareholders will be relying on the judgment of the Spree Board with respect to such matters.

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.

As provided in the Business Combination Agreement, the redemption of public shares in connection with the Business Combination will take place prior to the Domestication at a time when we are a Cayman Islands exempted company. Therefore, we believe that the Excise Tax will not apply given that we will not be a “covered corporation” within the meaning of the Inflation Reduction Act at the time of the redemption of public shares. However, the U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the Excise Tax. Under this authority, the U.S. Department of Treasury and the IRS have issued recent interim guidance, on which taxpayers may rely pending promulgation of regulations, and this guidance requests comments on various issues, including at what point in time within a taxable year a given corporation will be treated as becoming a covered corporation for purposes of the Excise Tax. If our interpretation related to the existing provision of the Excise Tax is not correct or if future guidance were to treat us as a covered corporation for purposes of the Excise Tax, then it is possible that the Excise Tax will apply to any redemptions of our public shares after December 31, 2022, including redemptions in connection with the Business Combination or any other initial business combination, unless an exemption is available. Consequently, the value of your investment in our securities may decrease as a result of the Excise Tax. In the event the Excise Tax applies, issuances of securities in connection with a PIPE transaction at the time of our initial business combination may reduce the amount of the Excise Tax in connection with redemptions at such time.

If the Business Combination is not consummated, the Excise Tax may make a transaction with us less appealing to other potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial business combination, particularly an initial business combination in which PIPE issuances are not substantial. Further, the application of the Excise Tax in the event of a liquidation is uncertain, and the proceeds held in the trust account could be subject to the Excise Tax, in which case the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

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 have existed in determining whether the Business Combination with WHC 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 recommendation of the Spree Board in favor of approval of the Business Combination Proposal, 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 fact that the Sponsor has agreed not to redeem any Class A ordinary shares held by it in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that the Sponsor paid an aggregate of $25,000 for the 5,000,000 Class B ordinary shares currently owned by the Sponsor and such securities will have a significantly higher value at the time of the Business Combination (the Class A ordinary shares into which the Class B ordinary shares are convertible have an aggregate market value of approximately $ million, based on the closing price of Class A ordinary shares of $            on the NYSE on            , 2023);

•        the fact that Sponsor paid $9,457,150 for its private units, and that the 945,715 private units would be worthless if a business combination is not consummated by June 20, 2023 (or before the end of any additional Extension Period, if applicable). The private placement shares and private warrants included in the private units have an aggregate market value of approximately $            million, based on the closing price of Class A ordinary shares of $            and the closing price of the public warrants of $            on the NYSE on            , 2023;

•        the fact that the Sponsor and Spree’s current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if Spree fails to complete an initial business combination by June 20, 2023 (or before the end of any additional Extension Period, if applicable);

•        the fact that given the differential in the purchase price that the Sponsor paid for the founder shares as compared to the price of the public units sold in the IPO and the substantial number of Class A ordinary shares that the Sponsor will receive upon conversion of the Class B ordinary shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New WHC Class A Common Stock trades below the price initially paid for the public units in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

•        the fact that the Investor Rights Agreement has been entered into by the Sponsor;

•        the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or any of its affiliates to Spree in an aggregate amount of up to $1,500,000 may be converted into warrants, at the price of $1.00 per warrant, at the option of the lender, in connection with the consummation of the Business Combination;

•        the continued indemnification of Spree’s directors and officers and the continuation of Spree’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

•        the fact that the Sponsor and Spree’s officers and directors will lose their entire investment in Spree and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by June 20, 2023 (or before the end of any additional Extension Period, if applicable). As of the date of this proxy statement/prospectus, there were no reimbursable out-of-pocket expenses outstanding;

•        the fact that the Sponsor and Spree’s officers and directors may be eligible to participate in future compensation programs;

•        the fact that if the trust account is liquidated, including in the event Spree is unable to complete an initial business combination by June 20, 2023 (or before the end of any additional Extension Period, if applicable), the Sponsor has agreed to indemnify Spree to ensure that the proceeds in the trust account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Spree has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Spree, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

•        the fact that Spree may be entitled to distribute or pay over funds held by Spree outside the trust account to the Sponsor or any of its affiliates prior to the Closing; and

•        certain of our officers and directors are affiliates of Sponsor, which holds 945,715 Class A ordinary shares, which were issued in a private placement together with private warrants, and 5,000,000 Class B ordinary shares, which are convertible into Class A ordinary shares, totaling approximately a 22.9% equity stake in Spree.

The foregoing personal and financial interests of the Sponsor as well as Spree’s directors and executive officers may have influenced their motivation in identifying and selecting WHC as a business combination target, completing an initial business combination with WHC and influencing the operation of the business following the Business Combination. Moreover, the foregoing interests present a risk that the Sponsor will benefit from the completion of a business combination, including in a manner that may not be aligned with public shareholders. As such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate. In considering the recommendations of the Spree Board to vote for the proposals, its shareholders should consider these interests.

The exercise of Spree’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Spree’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require Spree to agree to amend the Business Combination Agreement, to consent to certain actions taken by WHC or to waive rights that Spree is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of WHC’s business, a request by WHC to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on WHC’s business and would entitle Spree to terminate the Business Combination Agreement. In any of such circumstances, it would be at Spree’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he or they may believe is best for Spree and its shareholders and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Spree does not believe there will be any changes or waivers that Spree’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Spree will circulate a new or amended proxy statement/prospectus and resolicit Spree’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

Subsequent to consummation of the Business Combination, we may be required to subsequently 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 WHC has identified all material issues or risks associated with WHC, its 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 New WHC. Accordingly, any shareholders of Spree who choose to remain New WHC stockholders following the 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 the Business Combination contained an actionable material misstatement or material omission.

Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of key personnel of WHC, and some of whom may join New WHC following the Business Combination. The loss of key personnel or the hiring of ineffective personnel after the Business Combination could negatively impact the operations and profitability of New WHC.

Our ability to successfully effect the Business Combination and be successful thereafter will be dependent upon the efforts of our key personnel. Although some of Spree’s key personnel may remain with the target business in senior management or advisory positions following our business combination, including as a director nominee pursuant to the Voting Agreement, we expect WHC’s current management to remain in place. We cannot assure you that we will be successful in integrating and retaining such key personnel, or in identifying and recruiting additional key individuals we determine may be necessary following the Business Combination.

The unaudited pro forma combined financial information included elsewhere in this proxy statement/prospectus may not be indicative of what WHC’s actual financial position or results of operations would have been.

The unaudited pro forma combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, WHC being considered the accounting acquirer in the Business Combination, and the cash and cash equivalents of WHC at the Closing and the number of public shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma combined financial information may not be indicative of our future operating or financial performance and our actual financial condition and results of operations may vary materially from our pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. Additionally, the final acquisition accounting adjustments could differ materially from the unaudited pro forma adjustments presented in this proxy statement/prospectus. The unaudited pro forma combined financial information does not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with the Business Combination. See the section entitled “Unaudited Pro Forma Combined Financial Information.”

New WHC has broad discretion in the use of the net proceeds from the Business Combination and may not use them effectively.

New WHC cannot specify with certainty the particular uses of the net proceeds it will receive from the Business Combination and, if consummated, a PIPE Financing. New WHC’s management will have broad discretion in the application of the net proceeds. New WHC’s management may spend a portion or all the net proceeds in ways that its stockholders may not desire or that may not yield a favorable return. The failure by New WHC’s management to apply these funds effectively could harm its business, financial condition, results of operations and prospects. Pending their use, New WHC may invest the net proceeds from the Business Combination and a PIPE Financing in a manner that does not produce income or that loses value.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our public shares may not allow us to complete the most desirable business combination or optimize the capital structure of New WHC.

In recent months, the rate of redemption of their shares by public shareholders of special purpose acquisition companies, or SPACs, such as ours at the time of the initial business combination of the SPAC has increased significantly, thereby increasing the likelihood that we, too, will face a high level of redemptions that will jeopardize our ability to successfully consummate a business combination. The amount of the deferred underwriting commissions payable to the underwriters 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. 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 addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. As noted above, the high rates of redemption of shares of public shareholders of SPACs in recent times increases the likelihood that we, too, will have less cash from our trust at the time of our initial business combination, thereby forcing us to rely upon outside financing to supplement our cash reserves. 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 the most desirable business combination available to us or optimize our capital structure.

As a result, at the time of entering into the Business Combination Agreement, we did not know how many shareholders may exercise their redemption rights, and therefore, we needed to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. The consummation of the Business Combination is conditioned upon, among other things, (i) the approval of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement

having expired or been terminated; and (iii) the Minimum Cash Condition (i.e., having cash of at least $50 million). Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

The Sponsor, as well as WHC, our directors, executive officers, advisors and their affiliates may elect to purchase public shares prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our Class A ordinary shares.

At any time at or prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Sponsor, WHC and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial 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, WHC and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to limit the number of public shares electing to redeem, and to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Other Governing Documents Proposals, the Director Election Proposal, the NYSE Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (ii) the Domestication Proposal and the Charter Proposal are approved by the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (iii) otherwise and (iv) our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination. However, any public shares purchased by the Sponsor, WHC and/or their directors, officers, advisors or respective affiliates would be purchased at a price no higher than the per share pro rata portion of the trust account.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. However, any public shares so purchased would not be voted in favor of the Condition Precedent Proposals at the extraordinary general meeting and would not be redeemable by such purchasers. We will file or submit a Current Report on Form 8-K to disclose any arrangements entered into or purchases made by any of the aforementioned persons, which report will include the number of public shares purchased, the purchase price, the purpose of the purchase, the impact that such purposes would have on the likelihood that the Condition Precedent Proposals will be approved, the identity (if not purchased in the open market) or nature of the security holders who sold to the aforementioned persons, and the number of public shares then redeemed.

In addition, if such purchases are made, the public “float” of our public shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

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 will seek to have all vendors, service providers (other than our independent registered public accounting firm), 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, 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 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 business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our 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 ten 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. In order to protect the amounts held in the trust account, Sponsor has agreed to be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduces the amount of funds in the trust account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account or to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, even in the event that an executed waiver is deemed to be unenforceable against a third party, Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether Sponsor has sufficient funds to satisfy its indemnity obligations and we have not asked Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that Sponsor would be able to satisfy those obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, or if we otherwise enter compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, 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 claims deplete the trust account, we may not be able to return to our public shareholders $10.20 per share.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy 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 petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, 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 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 petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy 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. We cannot assure you that claims will not be brought against us for these reasons.

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 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. Claims may be brought against us for these reasons.

Even if we consummate the 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 New WHC Class A Common Stock purchasable upon exercise of a warrant.

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

We have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at $0.01 per warrant, provided that the last reported sales price (or the closing bid price of our common stock in the event the shares of our common stock are not traded on any specific trading day) of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like) on each of 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which we send proper notice of such redemption, provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering New WHC Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available. To date, our common stock has not traded at a price that would allow us to call the public warrants for redemption.

None of the private warrants held by the Sponsor will be redeemable by New WHC so long as they are held by the Sponsor or its permitted transferees. Once the private warrants are sold in the open market or transferred into “street name”, the private warrants become public warrants and will be subject to redemption. The other

material differences between the private warrants and the public warrants, including that the private warrants are not transferable for 30 days following the completion of an initial business combination, are described under “Description of New WHC Securities — New WHC Warrants.”

In the event that New WHC elects to call all of the New WHC Warrants for redemption as described above, New WHC will fix a date for the redemption. Pursuant to the terms of the Warrant Agreement, notice of redemption will be mailed by first class mail, postage prepaid, by New WHC not less than 30 days prior to the redemption date to the registered holders of the New WHC Warrants to be redeemed at their last addresses as they appear on the registration books. In addition, New WHC will issue a press release and file a Current Report on Form 8-K with the SEC containing the notice of redemption. Further, beneficial owners of the New WHC Warrants will be notified of such redemption via the posting of the redemption notice to DTC. New WHC will not be contractually obligated to notify investors when the New WHC Warrants become eligible for redemption and does not intend to so notify investors upon eligibility of the New WHC Warrants for redemption, unless and until it elects to redeem such warrants pursuant to the terms of the Warrant Agreement.

If and when the public 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 public warrants could force a warrant holder: (i) to exercise its warrants and pay the exercise price therefor at a time when it may be disadvantageous for it to do so, (ii) to sell its warrants at the then-current market price when it might otherwise wish to hold its public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, will be substantially less than the market value of its public warrants.

New WHC’s warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of New WHC’s warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with New WHC.

New WHC’s warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against New WHC arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that New WHC irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. New WHC will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of New WHC’s warrants shall be deemed to have notice of and to have consented to the forum provisions in New WHC’s warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of New WHC’s warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New WHC, which may discourage such lawsuits. Alternatively, if a court were to find this provision of New WHC’s warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, New WHC may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect New WHC’s business, financial condition and results of operations and result in a diversion of the time and resources of New WHC’s management and board of directors.

We have no obligation to net cash settle the warrants.

In no event will we have any obligation to net cash settle the warrants. Furthermore, there are no contractual penalties for failure to deliver securities to the holders of warrants upon consummation of an initial business combination, including the Business Combination, or exercise of the warrants. Accordingly, the warrants may expire worthless.

New WHC will be a holding company and its only material asset after completion of the Business Combination will be its interest in WHC, and it is accordingly dependent upon distributions made by WHC to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.

Upon completion of the Business Combination, New WHC will be a holding company with no material assets other than its ownership of the Units in WHC. As a result, New WHC will have no independent means of generating revenue or cash flow. New WHC’s ability to pay taxes, make payments under the Tax Receivable Agreement and pay dividends will depend on the financial results and cash flows of WHC and its subsidiaries and the distributions it receives from WHC. Deterioration in the financial condition, earnings or cash flow of WHC and its subsidiaries for any reason could limit or impair WHC’s ability to pay such distributions. Additionally, to the extent that New WHC needs funds and WHC and/or any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or WHC is otherwise unable to provide such funds, it could materially adversely affect New WHC’s liquidity and financial condition.

WHC will be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Units. Accordingly, New WHC will be required to pay income taxes on its allocable share of any net taxable income of WHC. Under the terms of the A&R WHC LLC Agreement, WHC is obligated to make tax distributions to holders of Units (including New WHC) calculated at certain assumed tax rates. In addition to income taxes, New WHC will also incur expenses related to its operations, including payment obligations under the Tax Receivable Agreement, which could be significant, and some of which will be reimbursed by WHC (excluding payment obligations under the Tax Receivable Agreement). To the extent that New WHC is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial.

Additionally, although WHC generally will not be subject to any entity-level U.S. federal income tax, it may be liable under certain U.S. federal income tax rules for adjustments to its tax liabilities in previous taxable years, absent an election to the contrary. In the event WHC’s calculations of taxable income are incorrect, WHC and/or its members, including New WHC, in later years may be subject to material liabilities pursuant to these U.S. federal income tax rules and its related guidance.

New WHC anticipates that the distributions it will receive from WHC may, in certain periods, exceed New WHC’s actual tax liabilities and obligations to make payments under the Tax Receivable Agreement. New WHC’s Board, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated (i) to pay dividends on New WHC’s Class A Common Stock, (ii) contribute such excess cash amounts to WHC in exchange for a number of Units or equity securities of WHC on a value-for-value basis, and cause New WHC to distribute New WHC Class A Common Stock (or other equity securities, as applicable) or (iii) retain such excess cash. New WHC will have no obligation to distribute such cash (or other available cash other than any declared dividend) to its stockholders.

Dividends on New WHC Class A Common Stock, if any, will be paid at the discretion of New WHC Board, which will consider, among other things, New WHC’s available cash, available borrowings and other funds legally available therefor, taking into account the retention of any amounts necessary to satisfy the obligations of New WHC that will not be reimbursed by WHC, including taxes and amounts payable under the Tax Receivable Agreement and any restrictions in then applicable bank financing agreements. Financing arrangements may include restrictive covenants that restrict New WHC’s ability to pay dividends or make other distributions to its stockholders. In addition, New WHC is generally prohibited under Delaware law from making a distribution to its shareholders to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of New WHC (with certain exceptions) exceed the fair value of its assets. If WHC does not have sufficient funds to make distributions, New WHC’s ability to declare and pay cash dividends may also be restricted or impaired.

Pursuant to the Tax Receivable Agreement, New WHC will be required to pay to TRA Participants 85% of the savings, if any, in U.S. federal, state and local income tax that New WHC actually realizes as a result of the increases in New WHC’s allocable share of tax basis of the tangible and intangible assets of WHC and its subsidiaries related to any exchanges of Units for cash or shares of New WHC Class A Common Stock, as well as certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement, and those payments may be substantial.

The TRA Participants may in the future exchange their Units, together with the cancellation of an equal number of shares of New WHC Class X Common Stock, for shares of New WHC Class A Common Stock (or cash) pursuant to the A&R WHC LLC Agreement, subject to certain conditions and transfer restrictions as set forth therein and in the Investor Rights Agreement. These sales, purchases, redemptions and exchanges are expected to result in increases in New WHC’s allocable share of the tax basis of the tangible and intangible assets of WHC. These increases in tax basis may increase (for income tax purposes) depreciation and amortization deductions and therefore reduce the amount of income or franchise tax that New WHC would otherwise be required to pay in the future had such sales and exchanges never occurred.

In connection with the Closing, New WHC will enter into the Tax Receivable Agreement, which generally provides for the payment by it of 85% of certain tax benefits, if any, that New WHC realizes (or in certain cases is deemed to realize) as a result of these increases in tax basis and certain other tax attributes of WHC and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. These payments are the obligation of New WHC and not of WHC. The actual increase in New WHC’s allocable share of WHC’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the New WHC Class A Common Stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of New WHC’s income. While many of the factors that will determine the amount of payments that New WHC will make under the Tax Receivable Agreement are outside of its control, the payments New WHC will make under the Tax Receivable Agreement could be substantial and could have a material adverse effect on New WHC’s financial condition. Any payments made by New WHC under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to New WHC. To the extent that New WHC is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, as further described below. Furthermore, New WHC’s future obligation to make payments under the Tax Receivable Agreement could make it a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all the tax benefits that may be deemed realized under the Tax Receivable Agreement.

Future payments under the Tax Receivable Agreement may be substantial. Assuming, among other things, that (i) there are no material changes in relevant tax law, (ii) at the time all WHC Class B Common Units (together with shares of New WHC Class X Common Stock) are exchanged for shares of New WHC Class A Common Stock or cash, WHC’s enterprise value is equal to the enterprise value agreed to in the Business Combination Agreement and (iii) New WHC earns sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, the estimated tax benefits to New WHC would be approximately $84.4 million. Under this scenario, New WHC would be required to pay to the TRA Parties, collectively, 85% of such amount, or approximately $71.8 million, over time. The actual amounts New WHC will be required to pay may differ materially from these hypothetical amounts because potential future tax benefits that New WHC will be deemed to realize, and the actual Tax Receivable Agreement payments made by New WHC, will be calculated based in part on the market value of the New WHC Class A Common Stock at the time of each redemption or exchange of WHC Class B Common Units under the A&R WHC LLC Agreement and the prevailing tax rates applicable to New WHC over the life of the Tax Receivable Agreement and will depend on New WHC generating sufficient taxable income to realize the tax benefits that are subject to the Tax Receivable Agreement. Payments under the Tax Receivable Agreement are not conditioned on the TRA Parties’ continued ownership of New WHC.

As referenced above, the actual amount of payments under the Tax Receivable Agreement will depend on a number of factors, and the Tax Receivable Agreement liability amounts referenced above are provided for illustrative purposes only. For a more fulsome discussion of the Tax Receivable Agreement, see the section titled “Business Combination Proposal — Related Agreements — Receivable Agreement.”

In certain cases, payments under the Tax Receivable Agreement may exceed the actual tax benefits New WHC realizes or be accelerated.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that New WHC determines, and the IRS or another taxing authority may challenge all or any part of the tax basis increases, as well as other tax positions that New WHC takes, and a court may sustain such a challenge. In the event that any tax benefits initially claimed by New WHC are disallowed, the TRA Participants will not be required to reimburse New WHC for any excess payments that may previously have been made under the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, excess payments made to such holders will be netted against any future cash payments otherwise required to be made by New WHC, if any, after the determination of such excess. However, a challenge to any tax benefits initially claimed by New WHC may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that New WHC might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be future cash payments against which to net. As a result, in certain circumstances New WHC could make payments under the Tax Receivable Agreement in excess of New WHC’s actual income or franchise tax savings, which could materially impair New WHC’s financial condition.

Moreover, the Tax Receivable Agreement provides that, subject to certain exceptions, in the event that (i) New WHC exercises its early termination rights under the Tax Receivable Agreement, (ii) certain changes of control of New WHC or WHC occur (as described in the Tax Receivable Agreement), or (iii) New WHC materially breaches any of its material obligations under the Tax Receivable Agreement, including a failure to make a payment required to be made pursuant to the Tax Receivable Agreement within 3 months of its payment date, and does not cure such breach within 10 business days following receipt by New WHC of written notice thereof, New WHC’s obligations under the Tax Receivable Agreement will accelerate and New WHC will be required to make a lump-sum cash payment to the TRA Participants equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to New WHC’s future taxable income. The lump-sum payment could be substantial and could exceed the actual tax benefits that New WHC realizes subsequent to such payment because such payment would be calculated assuming, among other things, that New WHC would have certain tax benefits available to it and that New WHC would be able to use the potential tax benefits in future years. There may be a material negative effect on New WHC’s liquidity if the payments under the Tax Receivable Agreement exceed the actual income or franchise tax savings that New WHC realizes.

Furthermore, New WHC’s obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Spree may be deemed a “foreign person” and therefore may not be able to complete the Business Combination because the transaction may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States, or may be ultimately prohibited.

Our sponsor, Spree Operandi, LP, is an exempted Cayman Islands limited partnership that is controlled by non-U.S. persons. WHC, as the target company, is domiciled in the United States. Certain transactions in the U.S. are subject to specific rules or regulations that may limit, prohibit, or create additional requirements with respect to foreign ownership of a U.S. company. In particular, because the Business Combination will be effected with WHC, a U.S. target company, the transaction may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, the Committee on Foreign Investment in the United States (“CFIUS”) has authority to review certain direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the President of the United States prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

As such, the proposed Business Combination with WHC may be subject to CFIUS review. If the proposed Business Combination with WHC falls within CFIUS’ jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the Business Combination without submitting to CFIUS and risk CFIUS intervention, before or after closing the Business Combination. CFIUS may decide to delay or recommend that the President of the United States block our proposed initial business combination, require conditions with respect to such initial business combination or recommend that the President of the United States order us to divest all or a portion of the U.S. target business of our business combination that we acquired without first obtaining CFIUS approval, which may delay or prevent us from proceeding with the Business Combination with WHC, which we believe would otherwise be beneficial to Spree and its shareholders. In addition, WHC may be the type of business that is subject to rules or regulations that limit or impose requirements with respect to foreign ownership.

If CFIUS determines it has jurisdiction, CFIUS may decide to recommend a block or delay the Business Combination, or require conditions with respect to it, which may delay or prevent Spree from consummating the transaction. It is unclear at this stage whether the Business Combination would fall within CFIUS’ jurisdiction, and if so, whether Spree would be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because Spree only has a limited amount time left to complete its initial business combination, its failure to obtain any required approvals within the requisite time period may require it to liquidate. If Spree is unable to consummate its initial business combination within the applicable time period required, including as a result of extended regulatory review, it will, as promptly as reasonably possible, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman law to provide for claims of creditors and the requirements of other applicable law. In such event, public shareholders will miss the opportunity to benefit from an investment in WHC and the chance of realizing future gains through any price appreciation in the combined company. Additionally, the Spree warrants will become worthless.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for Spree to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination.

The fact that Spree is a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies. WHC is not a publicly reporting company required to comply with Section 404 of the Sarbanes-Oxley Act and New WHC management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to New WHC after the Business Combination. If we are not able to implement the requirements of Section 404, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether its internal control over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of New WHC Class A Common Stock. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

New WHC will incur significant increased costs and management resources as a result of operating as the sole voting equity holder of WHC and being the publicly traded entity in the Up-C structure.

As the sole voting equity holder of WHC and the publicly traded entity in the Up-C structure, New WHC will incur significant legal, accounting, compliance and other expenses that it did not incur prior to the consummation of the Business Combination and these expenses may increase even more after it is no longer an “emerging growth company.” New WHC’s management and other personnel will need to devote a substantial amount of time and incur significant expense in connection with compliance initiatives. For example, in anticipation of becoming a public company, New WHC will need to adopt additional internal controls and disclosure controls and procedures, retain a transfer agent and adopt an insider trading policy. As a public company, New WHC will bear all the internal and external costs of preparing and distributing periodic public reports in compliance with New WHC’s obligations under the securities laws.

In addition, regulations and standards relating to corporate governance and public disclosure, including SOX, and the related rules and regulations implemented by the SEC and the NYSE have increased legal and financial compliance costs and will make some compliance activities more time-consuming. New WHC intends to invest resources to comply with evolving laws, regulations and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention from New WHC’s other business activities. If New WHC’s efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against New WHC, and its business may be harmed. In the future, it may be more expensive or more difficult for New WHC to obtain director and officer liability insurance, and New WHC may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for New WHC to attract and retain qualified members of its board of directors, particularly to serve on its audit committee and compensation committee, and qualified executive officers.

WHC’s senior management team has limited experience managing a public company, and regulatory compliance obligations, including with respect to federal securities laws, which may divert its attention from the day-to-day management of our business.

The individuals who now constitute WHC’s senior management team have limited experience managing a publicly-traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies, including federal securities laws. WHC’s senior management team may not successfully or efficiently manage WHC’s transition to being a public company subject to significant regulatory oversight and reporting obligations under federal securities laws and the continuous scrutiny of securities analysts, investors, and government authorities, including the SEC. These new obligations and constituents will require significant attention from WHC’s senior management and could divert their attention away from the day-to-day management of New WHC/WHC’s business, which could adversely affect our business, financial condition, and results of operations. This could also be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

The public shareholders will experience immediate dilution as a consequence of the issuance of New WHC Class A Common Stock in a PIPE Financing, if consummated, and due to future issuances pursuant to the 2022 Plan and the ESPP. Having a minority share position may reduce the influence that our current stockholders have on the management of WHC.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of Spree securities, and may adversely affect prevailing market prices for the New WHC Class A Common Stock.

Additionally, certain directors, officers and employees of New WHC will have rights to purchase or receive shares of New WHC Class A Common Stock as a result of equity awards granted under the 2022 Plan and may purchase shares of New WHC Class A Common Stock under the ESPP. The 2022 Plan awards are described in further detail in the section entitled “The Incentive Award Plan Proposal — Principal Provisions of the 2022 Plan.” You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of New WHC Class A Common Stock.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of New WHC securities and may adversely affect prevailing market prices for our public shares.

NYSE may not list New WHC’s securities on its exchange, which could limit investors’ ability to enter into transactions in New WHC’s securities and subject New WHC to additional trading restrictions.

If a high level of redemptions materializes, we would have less liquidity and fewer round-lot holders of our public shares, which may make it more difficult to meet NYSE listing requirements. Since it is a condition to closing to receive the approval for listing by the NYSE of the shares of New WHC Class A Common Stock to be issued in connection with the transactions contemplated by the Business Combination Agreement, Spree’s reduced public float may make it more difficult for us to meet the NYSE listing requirements, and to consummate the Business Combination.

Even if we do meet the initial NYSE listing requirements, an active trading market for New WHC’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In connection with the Business Combination, in order to continue to maintain the listing of our securities on the NYSE, we will be required to demonstrate compliance with the NYSE’s listing requirements. We will apply to have New WHC’s securities listed on the NYSE upon consummation of the Business Combination. We cannot assure you that we will be able to meet all listing requirements. Even if New WHC’s securities are listed on the NYSE, New WHC may be unable to maintain the listing of its securities in the future.

If New WHC fails to meet the listing requirements and the NYSE does not list its securities on its exchange, WHC would not be required to consummate the Business Combination. In the event that WHC elected to waive this condition, and the Business Combination was consummated without New WHC’s securities being listed on the NYSE or on another national securities exchange, New WHC could face significant material adverse consequences, including:

•        a limited availability of market quotations for New WHC’s securities;

•        reduced liquidity for New WHC’s securities;

•        a determination that New WHC Class A Common Stock is a “penny stock” which will require brokers trading in New WHC Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New WHC’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

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 New WHC’s securities were not listed on the NYSE (or another 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.

We are subject to and New WHC will be subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both Spree’s costs and the risk of noncompliance and will increase both New WHC’s costs and the risk of non-compliance.

We are and New WHC will be subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and New WHC’s efforts to comply likely will result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target.

Moreover, on March 30, 2022, the SEC issued proposed rules relating to, among other items, disclosures in business combination transactions involving special purpose acquisition companies, or SPACs, and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to complete the Business Combination, and may constrain the circumstances under which we can complete the Business Combination.

Additionally, because the SEC’s laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to New WHC’s disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Risks Related to the Consummation of the Domestication

The Domestication may result in adverse tax consequences for holders of public shares.

U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders”) may be subject to U.S. federal income tax as a result of the Domestication. Additionally, non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — Non-U.S. Holders” below) may become subject to withholding tax on any dividends paid or deemed paid on shares of New WHC Class A Common Stock after the Domestication.

As discussed more fully under “U.S. Federal Income Tax Considerations,” in the opinion of Greenberg Traurig, LLP, U.S. tax counsel to Spree, the Domestication should constitute a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as Spree, this result is not entirely clear. Accordingly, due to the absence of direct guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. If the Domestication fails to qualify as a reorganization under Section 368(a)(1)(F) of the Code, subject to the PFIC rules described in further detail below, a U.S. Holder generally would recognize gain or loss with respect to its public shares in an amount equal to the difference, if any, between the fair market value of the corresponding shares of New WHC Class A Common Stock received in the Domestication and the U.S. Holder’s adjusted tax basis in its public shares surrendered in exchange therefor.

Assuming the Domestication qualifies as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders will be subject to Section 367(b) of the Code and, as a result: a U.S. Holder who on the day of the Domestication beneficially owns (actually and constructively) public shares with a fair market value of less than $50,000 generally should not recognize any gain or loss and will not be required to include any part of Spree’s earnings in income in respect of the Domestication; a U.S. Holder who on the day of the Domestication beneficially owns (actually and constructively) public shares with a fair market value of $50,000 or more, which represent less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% of the total value of all classes of our stock, generally should recognize gain (but not loss) in respect of the Domestication, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to the public shares held directly by such U.S. Holder; and a U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) public shares with a fair market value of $50,000 or more, which represent 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock, generally should be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to the public shares held directly by such U.S. Holder provided certain other requirements are satisfied; however, any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend as a result of the application of Section 245A of the Code (participation exemption).

Furthermore, even if the Domestication qualifies as a “reorganization” under Section 368(a)(1)(F) of the Code, a U.S. Holder of public shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its public shares for shares of New WHC Class A Common Stock pursuant to the Domestication under PFIC rules of the Code equal to the excess, if any, of the fair market value of the shares of New WHC Class A Common Stock received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding public shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and, if applicable, an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication under “U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

All holders are urged to consult their tax advisor for the tax consequences of the Domestication to their particular situation. For a more detailed description of the U.S. federal income tax consequences associated with the Domestication, see “U.S. Federal Income Tax Considerations.”

Upon consummation of the Business Combination, the rights of holders of New WHC Class A Common Stock arising under the DGCL as well as the Proposed Governing Documents will differ from and may be less favorable to the rights of holders of Class A ordinary shares arising under Cayman Islands law as well as our current memorandum and articles of association.

Upon consummation of the Business Combination, the rights of holders of New WHC Class A Common Stock will arise under the Proposed Governing Documents as well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in the Existing Governing Documents and Cayman Islands law and, therefore, some rights of holders of New WHC Class A Common Stock could differ from the rights that holders of Class A ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under the DGCL. This change could increase the likelihood that New WHC becomes involved in costly litigation, which could have a material adverse effect on New WHC.

In addition, there are differences between the Proposed Governing Documents of New WHC and the current constitutional documents of Spree. For a more detailed description of the rights of holders of New WHC Class A Common Stock and how they may differ from the rights of holders of Class A ordinary shares, please see “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Certificate of Incorporation and the Proposed By-Laws of New WHC are attached as Annex B-1 and Annex B-2, respectively, to this proxy statement/prospectus, and we urge you to read them.

Because Spree is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Because Spree is currently 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 prior to the Domestication. Spree is currently an exempted company 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 Spree’s directors or officers, or enforce judgments obtained in the United States courts against Spree’s directors or officers.

Until the Domestication is effected, Spree’s corporate affairs are governed by the Amended and Restated Memorandum and Articles of Association, the Cayman Islands Companies Act 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 its directors to Spree under the laws of the Cayman Islands 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. The rights of Spree’s shareholders and the fiduciary responsibilities of its 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 shareholder’s derivative action in a Federal court of the United States.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against Spree 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 Spree 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 will 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.

The public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Spree Board or controlling shareholders than they would as public shareholders of a United States company.

Risks Related to Redemptions

Public shareholders who wish to redeem their public shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the trust account.

A public shareholder will be entitled to receive cash for any public shares to be redeemed only if such public shareholder: (i) holds public shares; (ii) submits a written request to Continental, Spree’s transfer agent, in which it (a) requests that Spree redeem all or a portion of its public shares for cash, and (b) identifies itself as a beneficial holder of the public shares and provides its legal name, phone number and address; and (iii) delivers its public shares to Continental, Spree’s transfer agent, physically or electronically through DTC. If you hold Spree units, you must separate the underlying Spree Class A ordinary shares and Spree public warrants prior to tendering your Spree public shares. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Continental, Spree’s transfer agent, will need to act to facilitate this request. It is Spree’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Spree does not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, public shareholders who wish to redeem their public shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Spree’s transfer agent, Spree will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering, calculated as of two business days prior to the consummation of the Business Combination. Please see the section entitled “Extraordinary General Meeting of Spree-Redemption Rights” for additional information on how to exercise your redemption rights.

If a public shareholder fails to receive notice of Spree’s offer to redeem public shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite Spree’s compliance with the proxy rules, a public shareholder fails to receive Spree’s proxy materials, such public shareholder may not become aware of the opportunity to redeem his, her or its public shares. In addition, the proxy materials that Spree is furnishing to holders of public shares in connection with the Business Combination describes the various procedures that must be complied with in order to validly redeem the public shares. In the event that a public shareholder fails to comply with these procedures, its public shares may not be redeemed. Please see the section entitled “Extraordinary General Meeting of Spree-Redemption Rights” for additional information on how to exercise your redemption rights.

EXTRAORDINARY GENERAL MEETING OF SPREE

General

Spree is furnishing this proxy statement/prospectus to Spree’s shareholders as part of the solicitation of proxies by the Spree Board for use at the extraordinary general meeting of Spree to be held on            , 2023, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to Spree’s shareholders on or about            , 2023 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides Spree’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the extraordinary general meeting.

Date, Time and Place

The extraordinary general meeting will be held at Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608, and via live webcast, accessible at https://www.cstproxy.com/spreeac/            , at            a.m., Eastern Time, on            , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

Purpose of the Spree Extraordinary General Meeting

At the extraordinary general meeting, Spree is asking holders of ordinary shares to consider and vote upon:

•        a proposal to approve by ordinary resolution and adopt the Business Combination Agreement and the transactions contemplated thereby;

•        a proposal to approve by special resolution the Domestication;

•        a proposal to approve by special resolution the amendment and restatement in their entirety and substitution in their place of the Existing Governing Documents with the Proposed Governing Documents;

•        proposals to approve the following material differences between the following governance provisions in the Existing Governing Documents and the Proposed Governing Documents:

•        an amendment to change the authorized share capital of Spree from US$55,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each, to (a) 200,000,000 shares of New WHC Class A Common Stock, (b) 40,000,000 shares of New WHC Class X Common Stock and (c) 10,000,000 shares of New WHC Preferred Stock;

•        an amendment to authorize the New WHC Board to issue any or all shares of New WHC Preferred Stock in one or more series, with such terms and conditions as may be expressly determined by the New WHC Board and as may be permitted by the DGCL;

•        an amendment to condition the ability of New WHC stockholders to take action by written consent in lieu of a meeting upon the beneficial ownership by holders of shares of New WHC Class X Common Stock of a majority of the total voting power of outstanding stock in New WHC;

•        amendments changing the special shareholder majorities required for removal of directors, and for amending the charter provisions related to the number, classification, filling of vacancies, and removal, of directors;

•        an amendment reflected in the Proposed By-Laws, increasing the percentage of issued and outstanding shares required to be present in person or by proxy to constitute a quorum at a meeting of shareholders, from one-third to a majority;

•        certain other changes in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation as part of the Domestication;

•        a proposal to approve by ordinary resolution shares of New WHC Class A Common Stock issued in connection with the Business Combination pursuant to Section 312.03 of the NYSE Listed Company Manual;

•        a proposal to approve and adopt by ordinary resolution the 2022 Plan;

•        a proposal to approve and adopt by ordinary resolution the ESPP; and

•        a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Other Governing Documents Proposals, the Director Election Proposal, the NYSE Proposal, is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Employee Stock Purchase Plan Proposal and the Incentive Award Plan Proposal are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on any other proposal.

Recommendation of the Spree Board

The Spree Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Spree and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Other Governing Documents Proposals, “FOR” the Director Election Proposal, “FOR” the NYSE Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of Spree’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Spree and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spree’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Spree’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Record Date; Who is Entitled to Vote

Spree shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on            , 2023, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. As of the close of business on the record date, there were            ordinary shares issued and outstanding, of which            were issued and outstanding public shares.

Quorum

A quorum of Spree shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than one-third of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting,            ordinary shares would be required to achieve a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Spree but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Abstentions and broker non-votes, while considered present for the purposes of establishing

a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, including all of the proposals other than the Adjournment Proposal.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The approval of the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter at the extraordinary general meeting.

The approval of the Other Governing Documents Proposals requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The approval of the NYSE Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Each of the Condition Precedent Proposals, the Director Election Proposal, the NYSE Proposal, the Employee Stock Purchase Plan Proposal and the Incentive Award Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Employee Stock Purchase Plan Proposal and the Incentive Award Plan Proposal are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on any other proposal.

Voting Your Shares

Each ordinary share that you own in your name entitles you to one vote. Your proxy card or voting instruction form (or related materials sent to you) shows the number of ordinary shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are a few ways to vote your ordinary shares at the extraordinary general meeting:

•        You can vote by signing and returning the enclosed proxy card or, if your shares are held in “street name”, the enclosed voting instruction form. If you are a shareholder of record and vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Spree Board “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Other Governing Documents Proposals, “FOR” the Director Election Proposal, “FOR” the NYSE Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. If you hold your shares in “street name” and do not provide voting instructions to your broker, bank or other nominee on a particular proposal, your nominee will not have discretionary authority to vote on your behalf, and your shares will not be voted on that proposal.

•        If you hold your shares in “street name”, you may instead provide voting instructions via the internet, at www.proxyvote.com (you will need your control number from your voting instruction form in order to provide voting instructions in that manner). Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted.

•        You can attend the extraordinary general meeting and vote in person. You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way Spree can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a Spree shareholder and you give a proxy or provide voting instructions, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date or provide substitute voting instructions at a later date, in accordance with information provided to you by your broker, bank or other nominee;

•        if you are a shareholder of record, you may notify Spree’s Chief Financial Officer in writing before the extraordinary general meeting that you have revoked your proxy; or

•        you may attend the extraordinary general meeting, revoke your proxy, and vote in person, as indicated above (as a holder of shares in “street name”, you will need a proxy from your broker, bank or other nominee in order to do so).

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call            , our proxy solicitor, by calling            , or banks and brokers can call collect at            , or by emailing            .

Redemption Rights

Pursuant to the Existing Governing Documents, a public shareholder may request of Spree that it redeem all or a portion of its public shares for cash, out of funds legally available therefor, if the Business Combination is consummated. If you hold Spree units, you must separate the underlying Spree Class A ordinary shares and Spree public warrants prior to tendering your Spree public shares. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     hold public shares;

(ii)    submit a written request to Continental, Spree’s transfer agent, in which you (i) request that Spree redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

(iii)   deliver your public shares to Continental, Spree’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Spree’s transfer agent, Spree will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2022, this would have amounted to approximately $10.34 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place prior to the Domestication and, accordingly, it is the public shares of Spree that will be redeemed.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of New WHC Class A Common Stock that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed business combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, our transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, our transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, our agent, at least two business days prior to the vote at the extraordinary general meeting.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive its redemption rights with respect to such ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns approximately 22.9% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Voting Agreement.

The closing price of public shares on            , 2023, the most recent closing price, was $            . For illustrative purposes, as of December 31, 2022, funds in the trust account plus accrued interest thereon totaled approximately $206,826,000 or $10.34 per issued and outstanding public share.

Prior to exercising redemption rights, public shareholders should verify the market price of the public shares as they may receive higher proceeds from the sale of their public shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Spree cannot assure its shareholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

Appraisal Rights

Our shareholders have no appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation Costs

Spree is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Spree and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Spree will bear the cost of the solicitation.

Spree has hired            to assist in the proxy solicitation process. Spree will pay that firm a fee of $            plus disbursements. Such fee will be paid with non-trust account funds.

Spree will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Spree will reimburse them for their reasonable expenses.

Spree Sponsor’s Transactions

As of the date of this proxy statement/prospectus, there are 25,945,715 ordinary shares issued and outstanding, which includes an aggregate of 945,715 Class A ordinary shares included in the private units held by the Sponsor, as the initial shareholder of Spree, and 5,000,000 Class B ordinary shares held by the Sponsor.

At any time at or prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Sponsor, WHC and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial 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, WHC and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to limit the number of public shares electing to redeem, and to increase the likelihood of satisfaction of the requirements that: (i) the Business Combination Proposal, the Other Governing Documents Proposals, the Director Election Proposal, the NYSE Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (ii) the Domestication Proposal and the Charter Proposal are approved by the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, and (iii) our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) are at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination. However, any public shares purchased by the Sponsor, WHC and/or their directors, officers, advisors or respective affiliates would be purchased at a price no higher than the per share pro rata portion of the trust account.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. However, any public shares so purchased by Sponsor, WHC and/or their directors, officers, advisors or respective affiliates would not be voted in favor of the Condition Precedent Proposals at the extraordinary general meeting and would not be redeemable by such purchasers. We will file or submit a Current Report on Form 8-K to disclose any arrangements entered into or purchases made by any of the aforementioned persons, which report will include the number of public shares purchased, the purchase price, the purpose of the purchase, the impact that such purposes would have on the likelihood that the Condition Precedent Proposals will be approved, the identity (if not purchased in the open market) or nature of the security holders who sold to the aforementioned persons, and the number of public shares then redeemed.

BUSINESS COMBINATION PROPOSAL

Overview

We are asking our shareholders to adopt and approve the Business Combination Agreement, certain related agreements and the transactions contemplated by the Business Combination Agreement (including the Business Combination). Spree shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement. The Business Combination Agreement and Amendment No. 1 to the Business Combination Agreement are attached as Annex A-1 and Annex A-2, respectively, to this proxy statement/prospectus, and the transactions contemplated by the Business Combination Agreement. Please see “The Business Combination Agreement” below for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Because we are holding a shareholder vote on the Business Combination, we may consummate the Business Combination only if it is approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued of ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The Business Combination Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, including Amendment No. 1 to the Business Combination Agreement, which are attached as Annex A-1 and Annex A-2, respectively, to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying disclosure schedules (which we refer to, collectively, as the “disclosure schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries of the representations and warranties in this proxy statement/prospectus as characterizations of the actual state of facts about Spree, Sponsor, WHC, or New WHC or the business of WHC.

On October 29, 2022, Spree and WHC entered into the Business Combination Agreement, which provides for, among other things, the following transactions:

(a)     Prior to the Closing, each issued and outstanding Spree Class B ordinary share will convert into one Spree Class A ordinary share;

(b)    On the Closing Date, following that conversion of Spree Class B ordinary shares but prior to the Closing, Spree will, subject to the receipt of the requisite shareholder approval, transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation, upon which Spree will change its name to “WHC Worldwide, Inc.” (referred to as New WHC), and the governing documents of Spree will be amended and restated;

(c)     In connection with the Domestication of Spree, each outstanding Class A ordinary share of Spree (including each such share issued upon conversion of each outstanding Class B ordinary share of Spree) will become one share of New WHC Class A Common Stock, par value $0.0001 per share (as described in greater detail under the heading “Effect of the Domestication on Existing Spree Equity in the Business Combination”);

(d)    At the Closing, the members of WHC and WHC will cause WHC’s existing limited liability company agreement to be amended and restated to be in the form of the A&R LLC Agreement of WHC attached as an exhibit to the Business Combination Agreement, to, among other things, admit New WHC as the managing member of WHC and to re-classify all of WHC’s existing common units into the number of initial WHC Class B Common Units based on a formula tied to the pre-transaction equity value of WHC as set forth in the Business Combination Agreement;

(e)     At the Closing, substantially concurrently with the foregoing actions, New WHC will (i) contribute to WHC an amount equal to the sum of cash in the trust account as of immediately prior to the Closing (after giving effect to the share redemptions from the trust account) plus the aggregate cash proceeds actually received in respect of a PIPE investment and (ii) issue to WHC a number of shares of New WHC Class X Common Stock, which WHC will in turn distribute to its preexisting unitholders (which shares will not have any economic rights but will initially entitle the holder thereof to five votes per share, and, following the 18-month anniversary of the Closing Date, one vote per share), equal to the number of WHC Class B Common Units held by each of the preexisting WHC unitholders, and, in respect of that contribution and issuance by New WHC, WHC will, in turn, issue to New WHC, WHC Class A Common Units, which will possess all of the voting rights in WHC;

(f)     Under the A&R LLC Agreement of WHC: (x) holders of WHC Class B Common Units will have the right to exchange those units, together with their shares of New WHC Class X Common Stock, for shares of New WHC Class A Common Stock, or, at the election of New WHC, cash; (y) holders of WHC Class B Common Units will be entitled to share in the profits and losses of WHC (along with the WHC Class A Common Units held by New WHC) and to receive distributions if and as declared by the managing member of WHC (i.e., New WHC), but will not possess voting rights; and (z) the WHC Class A Common Units held by New WHC will possess all of the voting rights in WHC; and

(g)    At the Closing, the Earnout Warrant to purchase up to 1,500,000 shares of New WHC Class A Common Stock will be issued to the Earnout Participant, which will vest and become exercisable with respect to underlying shares upon the achievement of certain events linked to the market price of New WHC Class A Common Stock.

Following the completion of the Business Combination, as described above, our organizational structure will be what is commonly referred to as an umbrella partnership corporation (or Up-C) structure. This organizational structure will allow WHC’s members to retain a direct equity ownership in WHC, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of WHC Class B Common Units. Each of WHC’s existing unitholders will also hold a number of shares of New WHC Class X Common Stock equal to the number of WHC Class B Common Units it holds, which will have no economic value, but which will initially afford the holder five votes per share (and, following the 18-month anniversary of the Closing Date, one vote per share) at any meeting of the shareholders of New WHC. The A&R WHC LLC Agreement, substantially in the form attached hereto as Annex E, will provide each holder of WHC Class B Common Units (other than New WHC) with the right to redeem all or a portion of their Units (together with an equal number of shares of New WHC Class X Common Stock) for New WHC Class A Common Stock, or, at New WHC’s option, cash, in each case subject to certain restrictions set forth therein. Those investors who held Spree Class A ordinary shares or Spree Class B ordinary shares prior to the Domestication will, by contrast, have their shares converted into shares of New WHC Class A Common Stock. The parties agreed to structure the Business Combination in this manner for tax and other business purposes, and we do not believe that our Up-C organizational structure will give rise to any significant business or strategic benefit or detriment. See the section entitled “Risk Factors — Risks Related to the Business Combination and Spree” for additional information on our organizational structure.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to Closing, including, among other things, the Subscription Agreements, the Sponsor Letter Agreement, the Investor Rights Agreement, the A&R LLC Agreement and the Tax Receivable Agreement. See “Related Agreements” for more information.

Effect of the Domestication on Existing Spree Equity in the Business Combination

The Domestication will result in, among other things, the following, each of which will occur prior to the Closing on the Closing Date:

•        each issued and outstanding Spree Class B ordinary share will be converted into one Spree Class A ordinary share;

•        each issued and outstanding Spree Class A ordinary share will be converted, on a one-for-one basis, into New WHC Class A Common Stock;

•        each outstanding Spree warrant to purchase one Spree Class A ordinary share will become a warrant to purchase one share of New WHC Class A Common Stock; and

•        the Existing Governing Documents of Spree will become the certificate of incorporation and the By-Laws as described in this proxy statement/prospectus and attached to the Business Combination Agreement and Spree’s name will change to “WHC Worldwide, Inc.”

Consideration to WHC Unitholders in the Business Combination

As further discussed above, the WHC Class B Common Units held by WHC’s existing unitholders as a result of the re-classification of WHC’s existing limited liability company interests that is to occur at Closing are exchangeable, together with an equal number of shares of New WHC Class X Common Stock for shares of New WHC Class A Common Stock or, as elected by New WHC pursuant to the BCA, cash, subject to certain adjustments and restrictions set forth in the A&R WHC LLC Agreement.

In addition to the consideration payable to all existing unitholders of WHC, New WHC will issue to the Earnout Participant, an Earnout Warrant to purchase an aggregate of 1,500,000 shares of New WHC Class A Common Stock at an exercise price per share equal to the greater of $10.00 and the closing price of the New WHC Class A Common Stock on the NYSE on the date of the Closing. The Earnout Warrant will vest in three tranches, exercisable for 500,000 shares each, conditioned on the volume-weighted average price (VWAP) of the New WHC Class A Common Stock equaling or exceeding $14.00, $18.00 and $22.00, respectively, for any 20 trading days within a period of 30 consecutive trading days following the Closing and before the earlier of (i) the fourth anniversary of the Closing and (ii) the date on which the Earnout Participant ceases to be employed by New WHC or its affiliates.

An additional, cash earn-out payment of $10 million will be payable to WHC, for distribution to the holders of the WHC Class B Common Units on a pro-rata basis (based on their respective ownership of pre-closing WHC limited liability company membership interests), if the aggregate transaction proceeds in the combined company at the Closing is in excess of $70 million, subject to written consent of any PIPE Investors in any Spree financings prior to or at Closing. For purposes of such additional earn-out payment, aggregate transaction proceeds are defined as (a) the sum of (i) aggregate cash proceeds from the trust account, after giving effect to reduction for redemptions by public shareholders of Spree (or other obligations satisfied from the trust account), (ii) the aggregate proceeds from a PIPE Financing in WHC at the Closing, and (iii) all unrestricted cash proceeds held in the name of and available for use by Spree as of the Closing outside the Spree trust account, minus (b) unpaid Spree expenses.

New WHC Proceeds

The transaction proceeds will be used for general corporate purposes, including acquisitions, after the Business Combination.

Closing of the Business Combination

The Closing of the transactions contemplated by the Business Combination Agreement will take place electronically by exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than on the third business day following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions set forth in the Business Combination Agreement and described below under the section entitled “— Conditions to Closing of the Business Combination” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other place, date and/or time as Spree and WHC may agree in writing.

Conditions to Closing of the Business Combination

Conditions to the Obligations of the Parties

The obligations of the parties to the Business Combination Agreement to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, written waiver by all of the parties, of the following conditions:

•        all necessary clearances, authorizations and approvals from governmental entities will have been received and all applicable waiting periods will have expired or been terminated, as applicable;

•        no order, law or other legal restraint or prohibition issued by any court of competent jurisdiction or other governmental entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Business Combination Agreement will be in effect, and no law or regulation will have been adopted that makes the consummation of the transactions contemplated by the Business Combination Agreement illegal or otherwise prohibited;

•        this proxy statement/prospectus will have become effective in accordance with the provisions of the Securities Act, no stop order will have been issued by the SEC and will remain in effect with respect to this proxy statement/prospectus, and no proceeding seeking such a stop order will have been threatened or initiated by the SEC and remaining pending;

•        the approval of each Condition Precedent Proposal by the affirmative vote of the holders of the requisite number of Spree ordinary shares being obtained in accordance with Spree’s Existing Governing Documents and applicable law;

•        Spree’s initial listing application with the NYSE in connection with the transactions contemplated by the Business Combination Agreement will have been conditionally approved and, immediately following the Closing, Spree will, after giving effect to the redemptions of Spree shares, satisfy any applicable initial and continuing listing requirements of the NYSE, and Spree will not have received any notice of non-compliance therewith that has not been cured prior to, or would not be cured at or immediately following, the Closing, and the shares of New WHC Class A Common Stock will have been approved for listing on the NYSE;

•        after giving effect to the transactions contemplated by the Business Combination Agreement (including after giving effect to the redemptions of Spree shares), Spree will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing;

•        as of the Closing, each of the Ancillary Documents (as defined in the Business Combination Agreement) will be in full force and effect and will not have been rescinded by any of the parties thereto; and

•        the delivery of PIPE placement agent deliverables, each dated as of the date of the Closing, to the placement agent for the PIPE Financing.

Other Conditions to the Obligations of Spree

The obligations of Spree to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, written waiver by Spree of the following further conditions:

•        (a) the representations and warranties of WHC regarding organization and qualification of WHC and its subsidiaries, the authority and approvals of WHC to, among other things, execute and deliver the Business Combination Agreement and each of the ancillary documents attached thereto to which it is or will be a party and to consummate the transactions contemplated thereby, the capitalization of WHC and its subsidiaries, and brokers fees will be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” (as defined below) or any similar limitation set forth in the Business Combination Agreement) in all material respects as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the

Closing Date (except to the extent that any such representation and warranty was made as of an earlier date, in which case such representation and warranty will have been true and correct in all material respects as of such earlier date), and (b) all other representations and warranties of WHC set forth in the Business Combination Agreement will be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty was made as of an earlier date, in which case such representation and warranty will have been true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, would not cause and would not be expected to cause a Company Material Adverse Effect;

•        WHC will have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by WHC under the Business Combination Agreement at or prior to the Closing;

•        since the date of the Business Combination Agreement, no Company Material Adverse Effect will have occurred that is continuing;

•        there will be no legal proceeding pending or threatened in writing by any governmental entity that would materially restrict Spree’s ability to operate the business to be acquired pursuant to the transactions following the Closing or that could require Spree to divest any businesses or assets of WHC following the Closing; and

•        at or prior to the Closing, WHC will have delivered, or caused to be delivered, to Spree the following documents:

•        a certificate duly executed by an authorized officer of WHC, dated as of the Closing Date, to the effect that the conditions set forth in the first three bullet points in this subsection entitled “Other Conditions to the Obligations of Spree” are satisfied, in a form and substance reasonably satisfactory to Spree; and

•        each of the Ancillary Documents required to be signed by WHC, duly executed by WHC.

Other Conditions to the Obligations of WHC

The obligations of WHC to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, written waiver by WHC of the following further conditions:

•        (a) the representations and warranties of Spree set forth in the Business Combination Agreement relating to capitalization, organization and qualification of Spree, the authority and approvals of Spree to, among other things, execute and deliver the Business Combination Agreement and each of the ancillary documents attached thereto which it is or will be a party and to consummate the transactions contemplated thereby, and brokers’ fees, will be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty was made as of an earlier date, in which case such representation and warranty will have been true and correct in all material respects as of such earlier date), and (b) all other representations and warranties of Spree contained in the Business Combination Agreement will be true and correct (without giving effect to any limitation of “materiality” or “Spree Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty was made as of an earlier date, in which case such representation and warranty will have been true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, would not cause and would not be expected to cause a Spree Material Adverse Effect;

•        Spree will have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by Spree under the Business Combination Agreement at or prior to the Closing;

•        since the date of the Business Combination Agreement, no Spree Material Adverse Effect will have occurred that is continuing;

•        as of immediately following the Closing, the Spree Board will consist of the directors determined pursuant to the Business Combination Agreement;

•        the Sponsor will have complied in all material respects with its covenants and agreements required to be performed or complied with by it under the Sponsor Letter Agreement at or prior to the Closing;

•        the Domestication will have been consummated on the Closing Date prior to the Closing in accordance with the Business Combination Agreement and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation to the Domestication will have been delivered to WHC;

•        the sum of all unpaid Spree expenses may not exceed the difference between $25 million and certain unpaid expenses that are attributable to WHC;

•        the Minimum Cash Condition;

•        Spree shall not have any indebtedness for borrowed money, other than promissory amounts owed to the Sponsor as described in the registration statement for Spree’s IPO, and other than in connection with any backstop, forward purchase or other forms of non-redemption agreements reasonably required to ensure a public float as required by under NYSE requirements; and

•        at or prior to the Closing, Spree will have delivered, or caused to be delivered, to WHC the following documents:

•        a certificate duly executed by an authorized officer of Spree, dated as of the Closing Date, to the effect that the conditions set forth in the first three bullet points of this subsection entitled “Other Conditions to the Obligations of WHC” are satisfied, in a form and substance reasonably satisfactory to WHC; and

•        each of the Ancillary Documents required to be signed by Spree, duly executed by Spree.

Representations and Warranties

Under the Business Combination Agreement, WHC made customary representations and warranties to Spree relating to, among other things: organization and qualification; capitalization; authorization; financial statements, absence of undisclosed liabilities, consents and approvals; permits; material contracts; absence of certain changes; litigation; compliance with law; employee plans; environmental matters; intellectual property; labor matters; insurance; tax matters; brokers; real and personal property; transactions with affiliates; data privacy and security; compliance with international trade and anti-corruption laws; information supplied; and investigation.

Under the Business Combination Agreement, Spree made customary representations and warranties to WHC relating to, among other things: organization and qualification; authorization; consent and approvals; brokers; information supplied; capitalization; SEC filings; absence of certain changes; material contracts; investment company status; the trust account; transactions with affiliates; litigation; compliance with law; business activities; internal controls, NYSE listing and financial statements; absence of undisclosed liabilities; employment matters; employee plans; tax matters; compliance with international trade and anti-corruption laws; change of control payments; and investigation.

Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties relating to WHC and its subsidiaries (each, a “Group Company” and, collectively, the “Group Companies”) and Spree are qualified, in whole or in part, by materiality thresholds. In addition, certain representations and warranties relating to the Group Companies and Spree are qualified, in whole or in part, by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, a “Company Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of the Group Companies, taken as a whole, or (b) the ability of WHC to consummate the WHC Contribution Equity Amount or consummate the other transactions contemplated by the Business Combination Agreement or the ancillary documents attached thereto to be consummated by WHC on the Closing Date in connection therewith, in each case, in accordance with the terms of the Business Combination Agreement and the ancillary documents attached thereto; provided, however, that, in the case of clause (a), none of the following shall be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date of the Business Combination Agreement from or related to (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any country, (iv) changes in any applicable Laws, (v) any change, event, effect or occurrence that is generally applicable to the industries or markets in which any Group Company operates, (vi) the execution or public announcement of the Business Combination Agreement or the pendency or consummation of the transactions contemplated by the Business Combination Agreement, including the impact thereof on the relationships, contractual or otherwise, of any Group Company with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto (provided that the exception in this clause (vi) shall not apply to the representations and warranties set forth in Section 3.5(b) of the Business Combination Agreement to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by the Business Combination Agreement or the condition set forth in Section 6.2(a) of the Business Combination Agreement to the extent it relates to such representations and warranties), (vii) any failure by any Group Company to meet, or changes to, any internal or published budget, projection, forecast, estimate or prediction (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (i) through (vi) or (viii)), or (viii) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslide, wildfire, epidemic, pandemic (including COVID-19) or quarantine, act of God or other natural disaster or comparable event in the United States or any other country or region in the world, or any escalation of the foregoing; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (v) or clause (viii) may be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has or has had a disproportionate adverse effect on the Group Companies, taken as a whole, relative to other participants operating in the industries or markets in which the Group Companies operate.

Pursuant to the Business Combination Agreement, a “Spree Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of Spree, taken as a whole, or (b) the ability of Spree to consummate the Domestication, contribute the Closing Date Contribution Amount and the Closing Date Equity Contribution to WHC or the other transactions contemplated by the Business Combination Agreement or the ancillary documents attached thereto to be consummated by Spree on the Closing Date in connection therewith, in each case, in accordance with the terms of the Business Combination Agreement and the ancillary documents thereto; provided, however, that, in the case of clause (a), none of the following shall be taken into account in determining whether a Spree Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date of the Business Combination Agreement from or related to (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social condition in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and

changes in exchange rates for the currencies of any country, (iv) changes in any applicable Law, (v) the execution or public announcement of the Business Combination Agreement or the pendency or consummation of the transactions contemplated by the Business Combination Agreement, including the impact thereof on the relationships, contractual or otherwise, of Spree with investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto (provided that the exception in this clause (v) shall not apply to the representations and warranties set forth in Section 4.3(b) of the Business Combination Agreement to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by the Business Combination Agreement or the condition set forth in Section 6.3(a) of the Business Combination Agreement to the extent it relates to such representations and warranties), (vi) any failure by Spree to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (i) through (v) or clause (vii)), or (vii) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslide, wildfire, epidemic, pandemic (including COVID-19) or quarantine, act of God or other natural disaster or comparable event in the United States or any other country or region in the world, or any escalation of the foregoing; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (iv) or clause (vii) may be taken into account in determining whether a Spree Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has or has had a disproportionate adverse effect on Spree, taken as a whole, relative to other “SPACs.”

Covenants of the Parties

Covenants of WHC

WHC made certain covenants under the Business Combination Agreement, including, among others, those discussed under this subheading.

Subject to certain customary exceptions or as consented to in writing by Spree (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Closing or the termination of the Business Combination Agreement in accordance with its terms, WHC will, and WHC will cause its subsidiaries to, (i) operate the business of the Group Companies in the ordinary course of business in all material respects and (ii) use commercially reasonable efforts to (A) maintain and preserve intact in all material respects the business organization, assets and properties and material business relations of the Group Companies, (B) retain the current key officers of the Group Companies and (C) preserve the relationships with the key customers and key suppliers of the Group Companies. WHC will furthermore regularly confer with Spree to discuss any material changes or developments in the operational matters of the Group Companies and the general status of the ongoing operations of the Group Companies. Further, subject to certain customary exceptions or as consented to in writing by Spree (such consent, other than in the case of the first, clause (A) of the second, the eighteenth, and the twenty-ninth sub-bullets below, not to be unreasonably withheld, conditioned or delayed), from and after the date of the Business Combination Agreement and until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, WHC will, and WHC will cause its subsidiaries to, not do any of the following:

•        declare, set aside, make or pay any dividends or distribution or payment in respect of, or repurchase or redeem any outstanding, any equity securities of WHC or its subsidiaries, other than tax distributions to pre-Closing WHC unitholders in a manner consistent with past practice;

•        (A) merge, consolidate, combine or amalgamate with any person or (B) purchase or otherwise acquire any business entity or organization, other than all such transactions, in the aggregate, where the cash purchase price paid does not exceed $25 million in the aggregate;

•        adopt any amendments, supplements, restatements or modifications to any governing documents of WHC or its subsidiaries;

•        subject to certain exceptions, sell, transfer assign, sublease, license, sublicense, let lapse, let expire (except the expiration of intellectual property rights in accordance with its maximum statutory term or licenses and sub-licenses of intellectual property in the ordinary course of business) or otherwise dispose of any material assets or properties, disclose trade secrets, or subject any material assets to any lien (subject to certain exceptions), in each case, of WHC or its subsidiaries;

•        transfer, issue, sell, grant, or otherwise dispose of or subject to a lien any equity interests of WHC or its subsidiaries or issue any options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units, or other rights obligating WHC or any of its subsidiaries to issue any equity interests other than those granted to any director, manager, officer, employee, individual independent contractor or service provider in the form of compensation or pursuant to any compensation agreement or arrangement;

•        split, combine or reclassify any of its capital stock or other equity securities of any Group Company or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock;

•        incur, create or assume any indebtedness or guarantee any liability of any person other than any Group Company, other than (A) ordinary course trade payables, or (B) (i) indebtedness used to pay salaries in the ordinary course consistent with past practice, (ii) indebtedness of up to $25 million incurred in connection with acquisitions of the assets of taxi companies (or similar businesses) in urban areas in the U.S., or indebtedness for tax distributions to pre-Closing WHC unitholders in a manner consistent with past practice;

•        (i) pay, discharge or satisfy, any claim or indebtedness, other than payment, discharge or satisfaction in the ordinary course of business consistent with past practices of indebtedness reflected or reserved against in WHC’s financial statements, (ii) defer payment of any accounts payable other than in the ordinary course of business consistent with past practices, or (iii) give any discount, accommodation or other concession other than in the ordinary course of business consistent with past practices, in order to accelerate or induce the collection of any receivable;

•        subject to certain exceptions, amend or modify, in either case in a manner materially adverse to, or terminate certain material contracts or real property lease of, WHC or its subsidiaries waive any material benefit or right under any such material contracts or enter into, amend or modify any contract or real property lease that would have been a material contract if entered into, amended or modified prior to the date of the Business Combination Agreement;

•        fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

•        revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with such Group Company’s outside auditors;

•        subject to certain exceptions, make any loans, advances or capital contributions to, guarantees for the benefit of or any investments in any person;

•        subject to certain exceptions, adopt or amend or modify any benefit plan or increase the compensation or benefits payable to any current or former director, manager, officer, employee, individual, independent contractor or service provider or take any action to accelerate any payment or benefit payable to any such person;

•        pay or agree to pay any special bonus or special remuneration to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company, or pay or agree to pay any material benefit not required by any plan or arrangement as in effect as of the date of the Business Combination Agreement (including acceleration of vesting or payment), in connection with the transactions under the Business Combination Agreement;

•        enter into or negotiate any collective bargaining agreement, or recognize or certify any labor union, works council, other labor organization or group of employees as the representative for any employees of any Group Company;

•        make, change or revoke any material election concerning taxes other than in the ordinary course of business, enter into any material tax closing agreement, enter into any tax allocation, tax sharing or tax indemnity or similar agreements (subject to certain exceptions), settle or compromise any material tax claim or assessment, file any material amended tax return, adopt or change any method of tax

accounting, change any tax accounting period, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any such extension or waiver that is obtained in the ordinary course of business;

•        subject to certain exceptions, waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other service provider;

•        subject to certain exceptions, hire or otherwise enter into any employment or service agreement or arrangement with any director, manager, officer, employee, individual independent contractor or other service provider of whose total annual compensation opportunity exceeds $400,000;

•        implement or announce any employee layoffs, plant closings, reductions in force or other actions that could implicate the Worker Adjustment Retraining and Notification Act of 1988 or similar laws;

•        enter into any settlements in excess of certain thresholds or that impose any material non-monetary obligations on WHC or any of its subsidiaries;

•        waive, release, assign, settle or compromise any material claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, any Group Company or its affiliates) not above a certain threshold, or otherwise pay, discharge or satisfy any actions, liabilities or obligations, unless such amount has been reserved in WHC’s financial statements;

•        subject to certain exceptions, authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction;

•        make any material changes to the methods of accounting, other than changes made in accordance with standard(s) of the Public Company Accounting Oversight Board;

•        enter into any contract providing for the payment of any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement or the ancillary documents attached thereto;

•        subject to certain exceptions, make any material change of control payment or make any material payments with respect to a WHC’s affiliated party arrangement;

•        subject to certain exceptions, fail to maintain WHC’s real property in substantially the same condition as the date of the Business Combination Agreement;

•        enter into any contract, understanding or arrangement with respect to the voting of equity securities, or registration rights in respect of equity securities, of any Group Company;

•        establish any subsidiary except in connection with acquisitions permitted by the Business Combination Agreement or enter into any new line of business;

•        close or materially reduce its activities;

•        make any capital expenditures in excess of certain thresholds subject to certain exceptions; or

•        enter into any contract to take, announce or cause to be taken any of the above actions.

From the date of the Business Combination Agreement until the earlier of the Closing or termination of the Business Combination Agreement in accordance with its terms, WHC shall not, and shall cause the other Group Companies and its and their respective officers and directors to not and shall use its reasonable best efforts to cause the other representatives of the Group Companies to not, directly or indirectly: (i) solicit, initiate, knowingly induce, knowingly encourage, facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal (as defined in the Business Combination Agreement); (ii) furnish or disclose any non-public information to any person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) engage or participate

in discussions or negotiations with any person with respect to, a Company Acquisition Proposal or potential Company Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Company Acquisition Proposal, (v) enter into any contract or other arrangement or understanding (whether or not binding) regarding a Company Acquisition Proposal; (vi) make any filings or submissions to the SEC in connection with a public offering of any equity securities, or other securities, of any Group Company; (vii) release any third person from, or waive any provision of, any confidentiality agreement to which such party is a party with the intention of facilitating a Company Acquisition Proposal, or (viii) otherwise cooperate in any way with, or assist or participate in any negotiations or discussions with, any person in connection with any Company Acquisition Proposal or a transaction of the type in clause (vi) (other than to inform such person of the existence of the Company’s obligations under Section 5.6 of the Business Combination Agreement).

As promptly as reasonably practicable following the date of the Business Combination Agreement, WHC will deliver to Spree the audited consolidated balance sheets of WHC as of December 31, 2020 and December 31, 2021 and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of WHC for the years then ended, to be audited in accordance with the standards of the PCAOB and to contain a report of WHC’s auditor and to comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. WHC satisfied this covenant by delivering such financial statements.

WHC acknowledged and agreed that Spree established the trust account for the benefit of Spree’s public shareholders, and Spree may disburse monies from the trust account only in the express circumstances described in Spree’s IPO prospectus. Further, WHC, on its own behalf and on behalf of its representatives, waived any past, present or future claim of any kind against the trust account and agreed not to seek recourse against the trust account for any reason whatsoever.

Covenants of Spree

Spree made certain covenants under the Business Combination Agreement, including, among others, those discussed under this subheading.

Subject to certain customary exceptions or as consented to in writing by WHC, prior to the Closing or the termination of the Business Combination Agreement in accordance with its terms, Spree will not do any of the following (such consent not to be unreasonably withheld, conditioned or delayed except in the case of the first, second, third, fourth, fifth, ninth, and eleventh sub-bullets below):

•        adopt any amendments, supplements, restatements or modifications to the agreement with the trustee for the trust account or the Existing Governing Documents;

•        create or form a subsidiary;

•        acquire (including, without limitation, by merger, consolidation, or acquisition of stock or other equity interests or assets or any other business combination) any corporation, partnership, other business organization or enter into any strategic joint ventures, partnerships or alliances with any other person, or make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any person;

•        declare, set aside, make or pay any dividends or distribution on, or payment in respect of, or repurchase, redeem or otherwise acquire any outstanding, equity securities of Spree or any subsidiary of Spree;

•        authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction;

•        split, combine or reclassify any of its capital stock or other equity securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock;

•        incur, create or assume any indebtedness or guarantee any liability of another person, other than issuing to the Sponsor (or any of its affiliates) promissory notes that evidence up to $1,500,000 of working capital loans from the Sponsor;

•        make any loans or advances to, or capital contributions in, any other person, other than to, or in, Spree;

•        issue any equity securities of Spree or grant any additional options, warrants or stock appreciation rights with respect to its equity securities, other than issuing to the Sponsor (or any of its affiliates) warrants upon conversion of up to $1,500,000 of working capital loans from the Sponsor;

•        subject to certain exceptions, enter into, renew, modify or revise any Spree related party transaction or make any material payment to any Spree related party;

•        engage in any activities or business, or incur any liabilities, outside the ordinary course of business (subject to certain exceptions);

•        enter into, amend or modify, in any case, in a manner materially adverse to Spree or terminate certain material contracts (subject to certain exceptions);

•        adopt or materially amend any material benefit plan, enter into any employment contract or collective bargaining agreement or hire any person as an employee of Spree;

•        make, change or revoke any material election concerning taxes other than in the ordinary course of business, enter into any material tax closing agreement, enter into any tax allocation, tax sharing or tax indemnity or similar agreements (other than one that is included in a contract entered into in the ordinary course of business that is not primarily related to taxes), settle or compromise any material tax claim or assessment, file any material amended tax return, adopt or change any method of tax accounting, change any tax accounting period, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any such extension or waiver that is obtained in the ordinary course of business;

•        make any material changes to its methods of accounting, other than changes made in accordance with standard(s) of the Public Company Accounting Oversight Board;

•        authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution;

•        enter into any contract providing for the payment of any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement;

•        subject to certain exceptions, make any material change of control payment; or

•        enter into any contract to take, announce or cause to be taken any of the above actions.

As promptly as practicable following the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, Spree will (a) (i) duly call and give notice of and duly convene and hold the general meeting to approve the Condition Precedent Proposals and the additional Transaction Proposals (ii) cause the registration statement of which this proxy statement/prospectus forms a part to be mailed to the Spree shareholders, use reasonable best efforts to solicit proxies from the pre-Closing Spree shareholders to vote in favor of the Condition Precedent Proposals and the other Transaction Proposals and (iii) provide Spree shareholders with the opportunity to elect to effect the redemption of their shares in accordance with the governing documents of Spree.

Spree will use its reasonable best efforts to cause (i) Spree’s initial listing application with NYSE in connection with the transactions contemplated by the Business Combination Agreement to be approved, (ii) to satisfy any of Spree’s applicable initial and continuing listing requirements and (iii) the shares of New WHC Class A Common Stock issuable in accordance with the Business Combination Agreement, including the Domestication, to be approved for listing on the NYSE, subject to official notice of issuance thereof.

Spree will keep in place all rights to indemnification or exculpation existing as of the date of the Business Combination Agreement and in effect immediately prior to the Closing in favor of the directors and officers of Spree, as provided in Spree’s Existing Governing Documents or director and officer indemnification agreements, in substantially the form set forth in Spree’s SEC reports, in either case, solely with respect to any matters occurring on or prior to the Closing, which indemnification rights will survive the Business Combination and continue in full force and effect from and after the Closing for a period of six years.

Spree will obtain, at or prior to the Closing, and Spree will maintain, or cause to be maintained, in effect for a period of six years following the Closing, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of Spree’s current officers and directors with respect to matters occurring on or prior to the Closing.

From the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, Spree agreed to not, and to cause its officers and directors to not, and Sponsor and its controlled affiliates to not, and to use its reasonable best efforts to cause its and their affiliates and the other representatives of Spree, Sponsor and its controlled affiliates to not, directly or indirectly: (i) solicit, initiate, knowingly induce, knowingly encourage, knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) that constitutes, or could reasonably be expected to lead to, a Spree Acquisition Proposal (as defined in the Business Combination Agreement); (ii) furnish or disclose any non-public information to any person in connection with, or that could reasonably be expected to lead to, a Spree Acquisition Proposal; (iii) enter into any contract or other arrangement or understanding (whether or not binding) regarding a Spree Acquisition Proposal; (iv) make any filings or submissions with the SEC in connection with a public offering of any equity securities, or other securities, of Spree, other than any such filings or submissions in connection with the transactions contemplated by the Business Combination Agreement; or (v) otherwise cooperate in any way with, or assist or participate in any negotiations or discussions with, any person in connection any Spree Acquisition Proposal or a transaction of the type in clause (iv) (other than to inform such person of the existence of its obligations under Section 5.7 of the Business Combination Agreement).

Spree will take all such action as may be necessary or appropriate such that, effective as of the Closing, the New WHC Board will consist of five individuals, as described in greater detail under the heading “— Board of Directors.”

Spree has undertaken, prior to the Spree extraordinary general meeting of shareholders, that its board of directors will approve and adopt the equity incentive plan and employee share purchase plan that will be brought for approval at the shareholder meeting.

Mutual Covenants of the Parties

The parties to the Business Combination Agreement made certain covenants thereunder, including, among others, the following:

•        (i) using reasonable best efforts to obtain commitments from PIPE Investors to purchase such amount of shares of New WHC Class A Common Stock for $10.00 per share, enforce the obligations of the PIPE Investors under PIPE subscription agreements, and consummate the purchases contemplated by the PIPE subscription agreements on the terms and subject to the conditions set forth in the PIPE subscription agreements, (ii) satisfy all conditions to the PIPE Financing set forth in the PIPE subscription agreements that are within their control, and (iii) satisfy and comply with their obligations under the PIPE subscription agreements, using reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the transactions contemplated by the Business Combination Agreement;

•        notifying the other in writing promptly after learning of any shareholder demands or other shareholder proceedings relating to the Business Combination Agreement, any ancillary document thereto or any matters relating thereto commenced and reasonably cooperate with each other in connection therewith, including not settling or compromising any such demand or proceeding without the consent of the other (not to be unreasonably withheld, conditioned or delayed);

•        acknowledging and agreeing to keep certain information confidential in accordance with the existing non-disclosure agreements among the parties and their affiliates;

•        subject to certain customary exceptions, providing each other reasonable access to their respective properties, directors, officers, books and records; and

•        cooperating in connection with the filing of relevant tax returns, and any audit or tax proceeding.

In addition, Spree and WHC agreed that Spree and WHC will prepare and mutually agree upon and Spree will file with the SEC, this proxy statement/prospectus included in a registration statement on Form S-4 relating to the Business Combination.

Board of Directors

Effective as of the Closing, the current officers of WHC will be the officers of New WHC. Additionally, effective as of the Closing, the New WHC Board will consist of five individuals, of which (i) one will be designated by the Sponsor, subject to the approval of WHC (not to be unreasonably withheld), who will qualify as an “independent director” under the listing rules of the NYSE and Rule 10A-3 of the Exchange Act, and (ii) four will be designated by WHC, subject, in the case of one such director, to the approval of Spree and the Sponsor (not to be unreasonably withheld), two of whom will qualify as “independent directors” under the listing rules of the NYSE and Rule 10A-3 of the Exchange Act. The post-Closing New WHC directors will be assigned to classes to be elected on a staggered basis for the terms designated in the Voting Agreement.

Survival of Representations, Warranties and Covenants

The representations and warranties, and each of the agreements and covenants (to the extent such agreement or covenant contemplates or requires performance at or prior to the Closing) in the Business Combination Agreement will terminate at the Closing, except for each covenant and agreement that, by its terms, expressly contemplates performance after the Closing, each of which will survive the Closing in accordance with its terms.

Termination

The Business Combination Agreement may be terminated, and the transactions contemplated by the Business Combination Agreement may be abandoned at any time prior to the Closing:

•        by the mutual written consent of Spree and WHC;

•        by Spree, if any of the representations or warranties made by WHC in the Business Combination Agreement are not true and correct or if WHC fails to perform any of its covenants or agreements set forth in the Business Combination Agreement such that certain conditions to the obligations of Spree, as described in the section entitled “ Conditions to Closing of the Business Combination” above, could not be satisfied and the breach (or breaches) causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty days after written notice thereof is delivered to WHC by Spree and (ii) 11:59 P.M. (Eastern time) on June 30, 2023 (or, if the registration statement/proxy statement shall have been declared effective by the SEC prior to such date, the date that is sixty (60) days following the date of effectiveness of the registration statement/proxy statement, which date may be extended by the written mutual agreement of Spree and WHC if the conditions to closing have not been satisfied as of such time) (the “Termination Date”); provided, however, that Spree is not then in breach of the Business Combination Agreement so as to prevent certain conditions to the obligations of WHC from being satisfied;

•        by WHC, if any of the representations or warranties made by Spree in the Business Combination Agreement are not true and correct or if Spree fails to perform any of its covenants or agreements set forth in the Business Combination Agreement such that certain conditions to the obligations of WHC, as described in the section entitled “ Conditions to Closing of the Business Combination” above, could not be satisfied and the breach (or breaches) causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty days after written notice thereof is delivered to Spree by WHC, and (ii) the Termination Date; provided, however, that WHC is not then in breach of the Business Combination Agreement so as to prevent certain conditions to the obligations of Spree from being satisfied;

•        by either Spree or WHC, subject to certain exceptions, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to the Termination Date (WHC will not have the right to terminate the agreement pursuant to this clause for ninety (90) days after the Termination Date if the Registration Statement/Proxy Statement was not filed with the SEC by December 24, 2022);

•        by either Spree or WHC, if:

•        any governmental entity of competent jurisdiction has issued an order permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Business Combination Agreement and such order has become final and nonappealable, or if any law or regulation has been adopted that permanently makes the consummation of the transactions contemplated by the Business Combination Agreement illegal or otherwise prohibited; and

•        the approval of the Condition Precedent Proposals by Spree shareholders is not obtained at the extraordinary general meeting (including any adjournment thereof);

•        by Spree, if there shall have been a Company Material Adverse Effect on the Group Companies on a consolidated basis following the date of the Business Combination Agreement which is uncured and continuing; or

•        by Spree, if the Registration Statement/Proxy Statement has not been filed with the SEC by December 24, 2022.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except (i) in the case of a willful breach of any covenant or agreement under the Business Combination Agreement or fraud, and (ii) for customary obligations that survive the termination thereof (such as confidentiality obligations).

Expenses

The fees and expenses incurred in connection with the Business Combination Agreement and the ancillary documents thereto, and the transactions contemplated thereby, including the fees and disbursements of counsel, financial advisors and accountants, will be paid by the party incurring such fees or expenses; provided that, (i) if the Business Combination Agreement is terminated in accordance with its terms, WHC will pay, or cause to be paid, all unpaid WHC expenses and Spree will pay, or cause to be paid, all unpaid Spree expenses and (ii) if the Closing occurs, then, subject to the Sponsor Letter Agreement, Spree will pay, or cause to be paid, all unpaid WHC expenses, all unpaid Spree expenses and all unpaid Spree liabilities.

Governing Law

The Business Combination Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware (except that the Cayman Islands Companies Act (As Revised) also applies to the Domestication).

Amendments

The Business Combination Agreement may be amended or modified only by a written agreement executed and delivered by Spree and WHC, provided that amendments to certain specified provisions will also require the written agreement of Sponsor following the Closing. In addition, an amendment of the provisions related to the WHC CEO shall require his written consent, and any amendment to provisions related to the deliverables from the placement agent for the PIPE Financing shall require the written consent of the PIPE Financing placement agent.

Deferred Underwriting Fees

The underwriters of Spree’s IPO are entitled to deferred underwriting fees of $9.0 million at the closing of the Business Combination. The deferred underwriting fees are not subject to adjustment based on the number of shares of Spree Class A ordinary shares with respect to which the holders exercise their redemption rights in connection

with the Business Combination. The table below expresses the deferred underwriting fees as a percentage of the outstanding shares of Spree Class A ordinary shares based on different levels of redemptions of Spree Class A ordinary shares.

____________

(1)      Illustrative redemption scenario assumes a redemption level of 6,000,000 public shares, which represents approximately the midpoint between the no redemption scenario and the contractual maximum redemption scenario, which represents the estimated maximum number of public shares that may be redeemed while still enabling the Minimum Cash Condition to be met with only the proceeds from the Spree trust account and assuming no additional capital is contributed.

Because the deferred underwriting fee is not subject to adjustment based on redemptions by Spree’s public shareholders, the effective underwriting fee will not vary based on the amount of redemptions in connection with the Business Combination.

Ownership of Spree Immediately Following the Business Combination

As of the date of this proxy statement/prospectus, there are 25,945,715 ordinary shares issued and outstanding, which includes an aggregate of 945,715 private placement shares and 5,000,000 Class B ordinary shares. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of Spree’s outstanding Class A ordinary shares are redeemed in connection with the Business Combination), Spree’s fully-diluted share capital would be 25,945,715 ordinary shares (excluding shares issuable under outstanding warrants to purchase Class A ordinary shares).

The following table illustrates varying ownership levels in New WHC Class A Common Stock immediately following the consummation of the Business Combination, as well as possible sources and extents of dilution for non-redeeming public shareholders, under the various redemption scenarios set forth in the table, and subject to the additional assumptions set forth in the footnotes to the table. If the actual facts are different than those assumptions, the ownership percentages in New WHC will be different. All of the scenarios assume that no additional capital is contributed and that the Spree trust account funds are the only source of capital.

____________

(1)      Assumes that no public shares are redeemed, and potential dilution from the sources identified above are excluded.

(2)      Assumes that 6,000,000 public shares are redeemed, which amount represents approximately the midpoint between the no redemption scenario and the contractual maximum redemption scenario, and potential dilution from the sources identified above are excluded.

(3)      Assumes that 13,148,740 public shares are redeemed, which represents the estimated maximum number of public shares that may be redeemed while still enabling the Minimum Cash Condition to be met, and potential dilution from the sources identified above are excluded.

(4)      Reflects vote-only New WHC Class X Common Stock issued to unitholders of WHC in connection with the Business Combination. Each share of New WHC Class X Common Stock, together with its corresponding WHC Class B Common Unit (together, a “Paired Interest”), is exchangeable for an amount of shares of New WHC Class A Common Stock equal to the product of the number of Paired Interests exchanged multiplied by the applicable exchange rate. As of the Closing of the Business Combination, the applicable exchange rate shall be one, subject to adjustment for any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise).

(5)      Assuming the exercise and conversion of all of the securities listed in the table above under the heading “Potential sources of dilution” following the Closing, the Sponsor and its affiliates’ total potential ownership in New WHC is estimated to be approximately 9.7% of outstanding New WHC Class A Common Stock in a no redemptions scenario, 10.8% in an illustrative redemption scenario and 12.5% in a contractual maximum redemption scenario.

(6)      Assumes that no private warrants are forfeited by the Sponsor despite the maximum level of redemptions.

(7)      Assumes that all 1,500,000 shares underlying the Earnout Warrant are earned. The Earnout Warrant will vest in three tranches, exercisable for 500,000 shares each, conditioned on the VWAP of the New WHC Class A Common Stock equaling or exceeding $14.00, $18.00 and $22.00, respectively, for any 20 trading days within a period of 30 consecutive trading days following the Closing.

(8)      The percentages with respect to each additional potential source of dilution set forth in the table includes the full number of shares issuable with respect to the applicable additional potential source of dilution in both the numerator and denominator. To the extent that any shares of New WHC Class A Common Stock are issued in a PIPE Financing, such issuance will result in further dilution.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of its terms. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The A&R WHC LLC, Tax Receivable Agreement, Support Agreement, Sponsor Letter Agreement, Voting Agreement and Investor Rights Agreement are attached hereto as Annex E, Annex F, Annex G, Annex H, Annex I, and Annex J, respectively. You are urged to read such agreements in their entirety prior to voting on the proposals presented at the extraordinary general meeting.

Second Amended & Restated Limited Liability Company Agreement of WHC

Following the closing of the Business Combination, New WHC will operate its business through WHC. At the Closing, New WHC, WHC’s unitholders and WHC will enter into the Second Amended and Restated Limited Liability Company Agreement of WHC (the “A&R WHC LLC Agreement”). The rights and obligations of the holders of Units will be set forth in the A&R WHC LLC Agreement. The form of the A&R WHC LLC Agreement is attached to this proxy statement/prospectus as Annex E, which, as agreed to by the parties, modifies the existing WHC limited liability company agreement.

Management of WHC

The A&R WHC LLC Agreement provides that WHC shall be managed by its managing member, which managing member shall be New WHC (which we refer to as the “Managing Member”). Except as otherwise specifically required under the A&R WHC LLC Agreement, the Managing Member will have full and complete control of all affairs of WHC. The Managing Member will manage and control all business activities and operations of WHC and control the day-to-day management of the business of WHC and its subsidiaries. Except as expressly provided in the A&R WHC LLC Agreement, no member (other than the members holding Class A Units) shall have any right to vote on any matter involving WHC.

WHC Unitholders’ Exchange Rights

From and after 180 days following the Closing, under the A&R WHC LLC Agreement, the holders of Units (other than New WHC) will have the right to exchange all or a portion of their Units (together with an equal number of shares of New WHC Class X Common Stock ) for shares of New WHC Class A Common Stock, provided, that New WHC shall have the right, in its sole discretion, to elect to acquire some or all of such Units (together with an equal number of shares of New WHC Class X Common Stock) in exchange for cash of equivalent value. The value of the Units to be exchanged, and the shares of New WHC Class A Common Stock

to be issued upon exchange, shall be based on the volume-weighted average of the daily sale prices per share of New WHC Class A Common Stock for the five (5) consecutive trading days immediately preceding the designated valuation date, subject to the terms and conditions of the A&R WHC LLC Agreement.

The Managing Member shall have the right to elect to effect an exchange of Units and an equal number of shares of New WHC Class X Common Stock through a direct exchange between the exchanging unitholder and the Managing Member. Upon such direct exchange, the Managing Member shall be treated for all purposes of the A&R WHC LLC Agreement as the owner of such exchanges Units.

In addition, upon a change of control or corporate offer of New WHC, each holder of Units shall be permitted to exercise its exchange right with respect to some or all of its Units or sell or otherwise transfer its Units to the purchaser(s) in such change of control.

As the holders of Units cause such Units to be redeemed or exchanged, holding other assumptions constant, New WHC’s membership interest in WHC will correspondingly increase, the number of shares of New WHC Class A Common Stock outstanding will increase, and the number of shares of New WHC Class X Common Stock outstanding will decrease.

Distributions and Allocations

Under the A&R WHC LLC Agreement, subject to the obligations of WHC to reimburse New WHC for its corporate and other overhead expenses, the Managing Member will have the right to determine when distributions will be made to the WHC unitholders (including New WHC) and the amount of any such distributions.

The WHC unitholders, including New WHC, will generally incur U.S. federal, state and local income taxes on their share of any net taxable income of WHC. Net income and losses of WHC generally will be allocated to the WHC unitholders on a pro rata basis in accordance with their respective percentage ownership of Units, subject to requirements under U.S. federal income tax law that certain items of income, gain, loss, or deduction be allocated disproportionately in certain circumstances. To the extent the funds of WHC are legally available for distribution and subject to available cash and any restrictions contained in any credit agreement to which WHC or its subsidiaries is bound, the Managing Member shall cause WHC to make pro rata cash distributions to the WHC unitholders, including New WHC, in an amount generally intended to allow the WHC unitholders to satisfy their respective income tax liabilities with respect to their allocable share of the income of WHC (and, in the case of New WHC, certain obligations under the Tax Receivable Agreement), based on certain assumptions and conventions. In addition, the A&R WHC LLC Agreement permits the Managing Member to require WHC to reimburse New WHC for certain corporate and other overhead expenses.

Issuance of Equity

The A&R WHC LLC Agreement will provide that, except in certain specified circumstances, at any time New WHC issues a share of New WHC Class A Common Stock or any other equity security, the net proceeds received by New WHC with respect to such issuance, if any, shall be concurrently contributed to WHC, and WHC shall issue to New WHC additional WHC Class A Common Units. Conversely, if at any time, any shares of New WHC Class A Common Stock are redeemed, repurchased or otherwise acquired, WHC shall redeem, repurchase or otherwise acquire an equal number of WHC Class A Common Units held by New WHC, upon substantially the same terms and for the same price, as the shares of New WHC Class A Common Stock redeemed, repurchased or otherwise acquired.

Transfer Restrictions

The A&R WHC LLC Agreement will contain restrictions on transfers of WHC Units and will require the prior consent of the Managing Member for such transfers, except in specified cases, including (i) certain transfers to permitted transferees under certain conditions, and (ii) exchanges of Units together with their shares of New WHC Class X Common Stock.

The foregoing description of the A&R WHC LLC Agreement is qualified in its entirety by reference to the A&R WHC LLC Agreement, and attached as Annex E to this proxy statement/prospectus and is incorporated herein by reference.

Investor Rights Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Spree, Sponsor, each of the parties listed as a “Seller” on the signature pages (consisting of certain current unitholders of WHC), and for certain specific parts of the agreement, Steven Greenfield, Joachim Drees, Philipp von Hagen, Shay Kronfeld, Eran (Rani) Plaut, David Riemenschneider and Nir Sasson (each, a “Sponsor Principal” and, collectively, the “Sponsor Principals”) entered into the Investor Rights Agreement, pursuant to which, among other things, each of the holders party to the agreement agreed not to effect any sale or distribution of any equity securities of Spree held by any of them during a lock-up period that will begin on the Closing Date and continue until the date that is the earlier of (i) 180 days after the Closing Date or (ii) at least 150 days subsequent to the Closing Date, if the last sale price of the New WHC Class A Common Stock 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. Also under the agreement, the Sponsor Principals, the Sponsor and the holders party to the agreement will be granted certain customary registration rights with respect to their respective shares of New WHC Class A Common Stock, referred to as registrable securities (including shares received upon exercise of the Earnout Warrant), in each case, on the terms and subject to the conditions set forth therein.

In particular, the Investor Rights Agreement provides for the following registration rights:

•        Shelf registration.    New WHC is required to file, within 45 days of the Closing Date or such other earlier date as it is required in accordance with any PIPE subscription agreement, a shelf registration statement for a shelf registration on Form S-3 or Form S-1 covering the resale of all registrable securities on a delayed or continuous basis. New WHC is required to use its commercially reasonable efforts to cause that shelf registration statement to become effective as soon as practicable, but in no event later than 90 days after the initial filing thereof (or 120 days after the initial filing thereof if the SEC notifies New WHC that it will review the filing) or such other earlier date as it is required in accordance with any PIPE Subscription Agreement. The shelf registration statement will provide for the resale of the registrable securities included therein pursuant to any method or combination of methods legally available to, and requested by, any holder. New WHC is required to maintain the effectiveness of the shelf registration statements, including by way of filing a subsequent shelf registration statement if necessary.

•        Demand registration rights.    Subject to certain exceptions, the holders party to the agreement may request underwritten shelf takedowns off of the shelf registration statement referenced above, subject to a minimum offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10 million, or a demand made with respect to all of the registrable securities of the holder making the request. Holders requesting an underwritten shelf takedown holding a majority in interest of the registrable securities to be registered will have the right to select the underwriters, subject to the consent of New WHC, not to be unreasonably withheld, conditioned or delayed. Each holder may request a maximum of two underwritten shelf takedowns in any 12 month period.

•        Piggyback registration rights.    At any time after the Closing Date, if New WHC proposes to file a registration statement to register any of its equity securities under the Securities Act or to conduct a public offering, either for its own account or for the account of any other person, subject to certain exceptions, parties to the Investor Rights Agreement are entitled to include their registrable securities in such registration statement.

•        Expenses and indemnification.    All fees, costs and expenses of underwritten registrations will be borne by New WHC and underwriting discounts and selling commissions will be borne by the holders of the shares being registered. The Investor Rights Agreement contains customary cross-indemnification provisions, under which New WHC is obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in the registration statement attributable to New WHC, and holders of registrable securities are obligated to indemnify New WHC for material misstatements or omissions attributable to them.

Voting Agreement

Concurrently with their entry into the Business Combination Agreement, the Sponsor, Spree, and William M. George, in his capacity as a holder of Units of WHC through his revocable trust (the “WMG Holder”), entered into the Voting Agreement, pursuant to which Spree, Sponsor and the WMG Holder agreed, among other things,

upon effectiveness of the Business Combination and on the terms and conditions set forth therein, to vote all their Voting Interests (as defined therein) and take all necessary actions within their control to elect in connection with any meeting of the stockholders of New WHC (or written consent of the stockholders) with respect to the election of directors, and otherwise cooperate, such that (i) from and after closing of the Business Combination Agreement, the WMG Holder will designate four individuals, two of whom will be Class I directors and two of whom will be Class II directors, to serve as members of the board of directors of New WHC, and (ii) from and after the closing of the Business Combination Agreement, Sponsor is entitled to appoint or nominate one individual to serve as Class III director of the board of directors of New WHC.

If the WMG Holder and its affiliates beneficially own less than 15% of the total number of Voting Interests issued and outstanding but more than 5% of the total number of Voting Interests issued and outstanding, the WMG Holder right to designate board members is reduced to one designee as a Class I director and one designee as a Class II director (or, if the board does not contain classes, two designees total). If the WMG Holder and its affiliates beneficially own at least 5% of the total number of Voting Interests issued and outstanding, New WHC is required to take all necessary action to cause (i) two directors requested by the WMG Holder to be appointed as members of the compensation committee, the audit committee and the nominating committee of the board of New WHC and (ii) one director requested by the Sponsor to be appointed as a member the compensation committee, the audit committee and the nominating committee of the Board, unless in the case of any request made pursuant to clause (i) or (ii) above, such designation would violate any legal restriction on such committee’s composition or the rules and regulations of NYSE or any other any applicable exchange on which New WHC’s securities may be listed.

Also under the Voting Agreement, the Sponsor agreed that it will vote (or execute written consents) all Voting Interests owned by it or over which it has voting control and shall cooperate to vote and recommend to stockholders of New WHC that WMG Holder shall concurrently serve as Chief Executive Officer and Chairman of the Board of New WHC for so long as he is so employed (or until WMG Holder voluntarily withdraws his candidacy to serve as Chairman of the Board).

The foregoing board and/or CEO designation rights expire with respect to each of WMG Holder and the Sponsor when his or its (as applicable) falls below 5% of the total number of Voting Interests issued and outstanding.

Support Agreement

In connection with the execution of the Business Combination Agreement, WHC and Spree entered into a Support Agreement with the record and beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of Class A Units and/or Class B Units of WHC (“Covered Units”). Under the terms of the agreement, each of these holders shall, and shall cause any other holder of record of any of the holder’s Covered Units, if a meeting of the WHC equity holders is held with respect to the Business Combination, to: (a) appear at such meeting or otherwise cause such WHC member’s Covered Units to be counted as present thereat for the purpose of establishing a quorum; (b) vote, in person or by proxy, or validly execute and deliver any written consent with respect to all of the member’s Covered Units in favor of the Business Combination and the other transactions contemplated by the Business Combination Agreement, and any other resolutions in favor of the adoption of the Business Combination Agreement and any other matters necessary or reasonably requested by the WHC for consummation of the transactions contemplated under the Business Combination Agreement and the other transactions contemplated by the Business Combination Agreement; (c) vote (or execute and return an action by written consent) all of the Covered Units held by such WHC member against (A) any transaction, action or agreement of any kind (other than the Business Combination) concerning the sale or transfer of (x) all or any material part of the business or assets of WHC or (y) any of the shares or other equity interests or profits of WHC, that would reasonably be expected to (i) frustrate the purposes of, impede, interfere with, delay, postpone or adversely affect the Business Combination (including the consummation thereof), (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement, or cause any of the conditions to Closing set forth in the Business Combination Agreement not to be fulfilled or satisfied, or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the member contained in the agreement, and (B) any merger agreement or merger (other than the Business Combination Agreement), consolidation, combination, sale of all or substantially all assets, scheme of arrangement, reorganization, recapitalization, dissolution, liquidation or winding up of or by WHC.

Each WHC member further agreed not to transfer such WHC member’s WHC units except in certain transfers in connection with consummation of the transactions under the Business Combination Agreement.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, WHC, Sponsor, Spree, and Messrs. Eran (Rani) Plaut, Nir Sasson, Shay Kronfeld, Joachim Drees, Steven Greenfield, David Riemenschneider and Philipp von Hagen (collectively, “Insiders”) entered into a letter agreement. Under the terms of the agreement, the Sponsor and the Insiders agreed that they would vote all founder shares and private placement shares of Spree beneficially owned by them in favor of the Business Combination, and that they would forgo any redemption rights in respect thereof. In addition, each party agreed, that prior to the expiration date of Spree as a SPAC, at any meeting of Spree’s shareholders or any adjournment or postponement thereof, or in connection with any written consent of Spree’s shareholders, with respect to the contemplated transactions, they would: (i) not form a group (as defined in Rule 13(d)(3) under the Exchange Act) to vote against any directors nominated by WHC; (ii) vote or deliver a written consent, in such person’s capacity as a shareholder, covering all of the Spree shares that such party shall be entitled to so vote: (A) in favor of adoption and approval of the Business Combination Agreement, the transactions contemplated and any other proposals recommended by Spree’s board of directors in connection with the transaction; (B) against any action or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Spree or its affiliates under the Business Combination Agreement or that would reasonably be expected to result in any of the conditions to Spree’s or any of its affiliates’ obligations under the Business Combination Agreement not being fulfilled; (C) against any Spree Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Business Combination and related transactions and (D) in favor of the directors nominated or designated by WHC (or the pre-Closing WHC members); (iii) attend such meeting or otherwise cause all shares to be counted as present thereat for purposes of calculating a quorum; (iv) to waive any applicable adjustment to the conversion ratio set forth in the Existing Governing Documents of Spree or any other applicable anti-dilution or similar protections with respect to the pre-Closing Class B ordinary shares held by it in order to effect the conversion of those shares upon Closing; (v) at the option of WHC, Sponsor and each Insider as applicable shall cancel any pre-Closing Spree warrants held by it in a manner proportionate to the extent of any Spree shareholder redemptions from the trust account that cause the aggregate cash proceeds from the trust account to be less than $50 million; or (vi) waive any redemption rights with respect to its shares in connection with the consummation of the transactions to be consummated under the Business Combination Agreement. No consideration was provided to the Insiders in exchange for the waiver of redemption rights.

Subject to certain customary exceptions, the Sponsor and the Insiders also agreed, from and after the date of the letter agreement and until the earlier of (a) the termination of letter agreement in accordance with its terms and (b) the Closing, not to (i) transfer any of the subject securities, (ii) enter into (A) any option, warrant, purchase right, or other contract that would reasonably be expected (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) to require the Sponsor or Insiders to transfer the subject securities or (B) any voting trust, proxy or other contract with respect to the voting or transfer of the subject securities, or (iii) take any actions in furtherance of any of the matters described in the foregoing clauses (i) or (ii).

Tax Receivable Agreement

Concurrently with the execution of the Business Combination Agreement, Spree entered into the tax receivable agreement (the “Tax Receivable Agreement”) with the TRA Party Representative (initially, William M. George) and the other persons who hold Units of WHC who from time to time may become a party thereto (such other persons and the TRA Party Representative, collectively, the “TRA Parties”). Pursuant to the Tax Receivable Agreement, New WHC will be required to pay the TRA Participants 85% of the amount of savings, if any, in U.S. federal, state and local income tax that New WHC actually realizes (computed using certain simplifying assumptions) as a result of the increases in New WHC’s allocable share of tax basis of the tangible and intangible assets of WHC and its subsidiaries related to any exchanges of WHC Class B Common Units (together with New WHC Class X Common Stock) for shares of New WHC Class A Common Stock or cash, as well as certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. All such payments to the TRA Parties will be New WHC’s obligation, and not that of

WHC. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless New WHC exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement (computed using certain simplifying assumptions) or certain other acceleration events occur (including a change of control). The increases in existing tax basis and tax basis adjustments generated over time may increase (for tax purposes) the depreciation and amortization deductions available to New WHC and, therefore, may reduce the amount of U.S. federal, state and local tax that New WHC would otherwise be required to pay in the future. Actual tax benefits realized by New WHC may differ from tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits.

We expect that payments New WHC may be required to make under the Tax Receivable Agreement may be substantial. Assuming, among other things, that (i) there are no material changes in relevant tax law, (ii) at the time all WHC Class B Common Units (together with shares of New WHC Class X Common Stock) are exchanged for shares of New WHC Class A Common Stock or cash, WHC’s enterprise value is equal to the enterprise value agreed to in the Business Combination Agreement and (iii) New WHC earns sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, the estimated tax benefits to New WHC would be approximately $84.4 million. Under this scenario, New WHC would be required to pay to the TRA Parties, collectively, 85% of such amount, or approximately $71.8 million, over time. The actual amounts New WHC will be required to pay may differ materially from these hypothetical amounts, because potential future tax benefits that New WHC will be deemed to realize, and the actual Tax Receivable Agreement payments made by New WHC, will be calculated based in part on the market value of the New WHC Class A Common Stock at the time of each redemption or exchange of WHC Class B Common Units under the A&R WHC LLC Agreement and the prevailing tax rates applicable to New WHC over the life of the Tax Receivable Agreement and will depend on New WHC generating sufficient taxable income to realize the tax benefits that are subject to the Tax Receivable Agreement. Payments under the Tax Receivable Agreement are not conditioned on the TRA Parties’ continued ownership of New WHC.

As referenced above, the actual amount of payments under the Tax Receivable Agreement will depend on a number of factors, and the Tax Receivable Agreement liability amounts referenced above are provided for illustrative purposes only.

Background to the Business Combination

Overview

Spree is 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 potential business combination target companies.

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. The terms of the Business Combination Agreement and the related ancillary documents are the result of extensive negotiations among Spree, WHC and their respective representatives and advisors.

In August 2021, our sponsor’s wholly-owned subsidiary purchased 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.0043 per share. Of those founder 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 founder shares constitute 20% of the public shares that are outstanding following our initial public offering.

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 unit consisted of one Class A ordinary share of Spree, par value $0.0001 per share and one-half of a redeemable warrant of Spree. 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 gross proceeds to us of $200 million.

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 Spree; (2) they (including the Class A ordinary shares issuable upon exercise of those warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by 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.

Prior to the consummation of Spree’s initial public offering, neither Spree, nor any authorized person on its behalf, initiated any substantive discussions, formal or otherwise, with respect to a business combination involving Spree.

Following the completion of its initial public offering and, at the direction of the Spree Board, Spree’s team commenced a focused search for potential business combination targets. Our principal means of identifying potential target businesses was by leveraging the extensive contacts and relationships of the Sponsor and its officers, and directors. While our officers and directors were 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 the Sponsor’s partners’ and affiliates’ contacts and resources generated a number of potential business combination opportunities that warranted further investigation.

In addition, target business candidates were 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.

The focus of this targeted search was potential business combination targets in the mobility industry, which Spree’s directors and management believed, based on their experience, could satisfy certain key criteria for a business combination target, including, among others: (a) companies that operate or will operate in a large addressable market in the mobility sector and related technologies; (b) companies operating in the middle-market segment, which provides the greatest number of opportunities for investment; (c) established platforms at an inflection point of growth; (d) companies that can benefit from a broader access to capital, and the heightened public profile associated with being a publicly traded company; (e) companies that use a technology-driven business model with pioneering technologies in the mobility sector; (f) companies that are set up for long-term growth and as such, have a competitive edge, including first to market, network effects, lead in technology or access to the key customers; (g) companies with an experienced management team with the right combination of management and technical expertise; (h) companies that have significant embedded and/or underexploited growth opportunities; and (i) companies with near- and longer-term valuation inflection points that will allow them to reap the advantages and acceleration of having access to public capital markets.