WHC Worldwide, LLC signed a letter of intent to acquire Spree Acquisition Corp. 1 Limited (NYSE:SHAP) from Spree Operandi U.S. LP, Highbridge Capital Management, LLC, Saba Capital Management, L.P., Saba Capital Management GP, LLC and others in a reverse merger transaction on May 18, 2022. WHC Worldwide, LLC have entered into a business combination agreement to acquire Spree Acquisition Corp. 1 Limited from Spree Operandi U.S. LP, Highbridge Capital Management, LLC, Saba Capital Management, L.P., Saba Capital Management GP, LLC and others for approximately $180 million in a reverse merger transaction on October 29, 2022. Under the terms of transaction, the business combination agreement provides that zTrip?s assumed equity value prior to the business combination is $251 million, subject to certain adjustments prior to closing. Prior to the Domestication, each outstanding Class B ordinary share of Spree will convert into one Class A ordinary share of Spree. zTrip becoming publicly listed on the NYSE. Upon closing of the transaction, the combined company will be named WHC Worldwide, Inc. (continuing to do business as zTrip) and is expected to be listed on the NYSE under the ticker ?ZTRP.? Spree will migrate from the Cayman Islands to Delaware and domesticate as a Delaware corporation, with its name to be changed to ?WHC Worldwide, Inc. The combined company will be led by zTrip?s founder and Chief Executive Officer Bill George.

The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of Spree and also approved by the sole managing member, and the requisite holders of the issued and outstanding units, of WHC LLC. Spree is required to provide gross proceeds (after transaction expenses) of at least $50 million to zTrip. Transaction is subject to regulatory approval, the approval by Spree?s shareholders of the business combination, filling of Registration Statement with the SEC, Spree having on its balance sheet at the closing cash in a minimal amount of at least $50 million and the NYSE?s approval of the initial listing application for the WHC Worldwide, Inc. Spree Board established an executive committee comprised of Joachim Drees, Steven Greenfield and David Riemenschneider (the ?Spree Executive Committee?) with Greenfield serving as its chairperson to review and negotiate business combination. The closing of the transaction is expected to occur during the first half of 2023. As of June 5, 2023, shareholders meeting of Spree is scheduled on June 12, 2023 to approve the extension proposal e by which the Company must consummate a business combination from June 20, 2023 to March 20, 2024.

Jack Bowling & Stephen Quinlivan of Stinson LLP has been serving as legal counsel to zTrip. Mark Selinger of McDermott Will & Emery and Meitar | Law Offices are serving as legal counsel to Spree. Mark Selinger, Gary Emmanuel and Grant J. Levine of Greenberg Traurig, LLP acted as legal advisor to Spree. Maxim Group LLC acted as financial advisor and due diligence provider to WHC. Stifel, Nicolaus & Company, Incorporated acted as financial advisor and due diligence provider to Spree. Stinson LLP acted as due diligence provider to WHC. McDermott Will & Emery LLP, Meitar Liquornik Geva Leshem Tal & Co and PricewaterhouseCoopers Advisory Ltd. acted as due diligence providers to Spree. Continental Stock Transfer & Trust Company acted as transfer agent to Spree. Stifel will be paid a fee of $2 million upon consummation of the Business Combination. Maxim will receive a fee equal to the greater of $3.1 million and 1% of the enterprise value of New WHC following the closing. Advantage Proxy acted as the information agent to Spree and will receive a fee of approximately $8,500 for its services. PWC Israel acted as the tax due diligence advisor to Spree in the transaction.

WHC Worldwide, LLC cancelled the acquisition of Spree Acquisition Corp. 1 Limited (NYSE:SHAP) from Spree Operandi U.S. LP, Highbridge Capital Management, LLC, Saba Capital Management, L.P., Saba Capital Management GP, LLC and others in a reverse merger transaction on August 23, 2023.