SHAP Spree Acquisition Corp 1 Limited

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Business Combination Agreement

On January 25, 2023, Spree Acquisition Corp. 1 Limited (“Spree”) entered into Amendment No. 1 (the “Amendment”) to the Business Combination Agreement (the “Agreement”), dated October 29, 2022, by and between Spree and WHC Worldwide, LLC, a Missouri limited liability company doing business as zTrip® (“WHC LLC”).

The Amendment provides that Spree and its sponsor, Spree Operandi U.S. LP and its wholly-owned subsidiary, Spree Operandi, LP (collectively, “Spree Sponsor”), will have the right to approve (such approval not to be unreasonably withheld) the identity of one (instead of two, as previously provided under the Agreement) of the independent directors (as determined based on the listing rules of the New York Stock Exchange and Rule 10A-3 of the Exchange Act) of WHC Worldwide, Inc. (“WHC Inc.”, which will serve as the publicly listed combined company following the business combination) to be designated by WHC LLC.

As part of the Amendment, Spree and WHC LLC also modified the prospective form of certificate of incorporation (the “Prospective Charter”) of WHC Inc., which Prospective Charter will be effective upon Spree’s transfer by way of continuation from the Cayman Islands to the State of Delaware, its domestication as a Delaware corporation and its being renamed “WHC Worldwide, Inc.” As modified, the Prospective Charter will provide that for the initial 18 months following the closing of the business combination, each record holder of WHC Inc. Class X Common Stock will be entitled to five votes per share (instead of one vote per share under the original version of the Prospective Charter attached as an exhibit to the Agreement) on all matters on which stockholders generally are entitled to vote. Following that 18-month period, the voting power of the WHC Inc. Class X Common Stock will be reduced to one vote per share. As provided under the Prospective Charter, the WHC Inc. Class X Common Stock will not be entitled to any economic rights, which term remains unmodified from the original version of the Prospective Charter.

An additional element of the Amendment addresses the cash earn-out payment of $10 million that was to be payable to William M. George, Chief Executive Officer of WHC LLC (the “WHC LLC CEO”) if the aggregate transaction proceeds in the combined company at the closing of the business combination are in excess of $70 million, subject to written consent of the PIPE investors in any combined company financings prior to or at the closing. Under the Agreement, that $10 million earn-out payment was to be made to the WHC LLC CEO individually. Under the Amendment, that payment will instead be made to WHC LLC and will be distributed by WHC LLC to the holders of its post-closing Class B common units on a pro-rata basis (based on their respective ownership of pre-closing WHC LLC limited liability company membership interests), in accordance with the terms of the modified prospective post-closing WHC LLC second amended and restated limited liability company agreement (the “Prospective Second A&R LLC Agreement”).

The foregoing descriptions of the Amendment, the modified Prospective Charter and the modified Prospective Second A&R LLC Agreement are qualified in their entirety by the terms and conditions of the Amendment, the modified Prospective Charter and the modified Prospective Second A&R LLC Agreement. A copy of the Amendment is attached hereto as Exhibit 2.1. The modified Prospective Charter and modified Prospective Second A&R LLC Agreement that serve as Exhibit D and Exhibit F, respectively, to the Agreement are included as part of Exhibit 2.1.