SEC Comment Letter 0000000000-23-003724 to Spree Acquisition Corp. 1 Ltd (CIK 0001881462)
Spree Acquisition Corp. 1 Ltd (CIK 0001881462)
Date: April 13, 2023 · CIK: 0001881462 · Accession: 0000000000-23-003724
AI Filing Summary & Sentiment
File numbers found in text: 001-41172
Letter
United States securities and exchange commission logo April 13, 2023 Eran Plaut Chairman of the Board, Director and Chief Executive Officer Spree Acquisition Corp. 1 Limited 1922 Wildwood Place NE Atlanta, GA 30324 Re:Spree Acquisition Corp. 1 Limited Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 30, 2023 File No. 001-41172 Dear Eran Plaut: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Statements of Cash Flows, page F-6 1.Please tell us why you do not adjust net loss for the period by the interest earned on marketable securities held in trust account to calculate the operating cash flows. Notes to Financial Statements Note 2 Significant Accounting Policies, page F-11 2.Please tell us the types of expenses included under “operating expenses” and your accounting policy for these expenses. g. Warrants, page F-12 3.Please tell us how you considered the term you disclosed on page F-14 that “the Private Warrants are identical to the Public Warrants except that…prior to being sold in the open
FirstName LastNameEran Plaut Comapany NameSpree Acquisition Corp. 1 Limited April 13, 2023 Page 2 FirstName LastName Eran Plaut Spree Acquisition Corp. 1 Limited April 13, 2023 Page 2 market or transferred into “street name”, they are not redeemable by the Company,” in determining that the private warrants are indexed to the entity’s own stock. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Keira Nakada at 202-551-3659 or Lyn Shenk at 202-551-3380 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
April 13, 2023
Eran Plaut
Chairman of the Board, Director and Chief Executive Officer
Spree Acquisition Corp. 1 Limited
1922 Wildwood Place NE
Atlanta, GA 30324
Re:Spree Acquisition Corp. 1 Limited
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 30, 2023
File No. 001-41172
Dear Eran Plaut:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Statements of Cash Flows, page F-6
1.Please tell us why you do not adjust net loss for the period by the interest earned on
marketable securities held in trust account to calculate the operating cash flows.
Notes to Financial Statements
Note 2 Significant Accounting Policies, page F-11
2.Please tell us the types of expenses included under “operating expenses” and your
accounting policy for these expenses.
g. Warrants, page F-12
3.Please tell us how you considered the term you disclosed on page F-14 that “the Private
Warrants are identical to the Public Warrants except that…prior to being sold in the open
FirstName LastNameEran Plaut
Comapany NameSpree Acquisition Corp. 1 Limited
April 13, 2023 Page 2
FirstName LastName
Eran Plaut
Spree Acquisition Corp. 1 Limited
April 13, 2023
Page 2
market or transferred into “street name”, they are not redeemable by the Company,” in
determining that the private warrants are indexed to the entity’s own stock.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Keira Nakada at 202-551-3659 or Lyn Shenk at 202-551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services