Corporate Governance - The company has established an audit committee responsible for overseeing independent auditors and ensuring their independence [314]. - The compensation committee is composed of independent members and is tasked with evaluating executive compensation and overseeing incentive plans [316][317]. - The nominating and corporate governance committee is responsible for reviewing and recommending candidates for the board of directors and overseeing corporate governance guidelines [318][319]. - The company has adopted a code of ethics applicable to all directors, officers, and employees, ensuring compliance with ethical standards [328]. - There are no reported conflicts of interest that have prevented the company from pursuing business opportunities [329]. - The company has a duty to act in good faith and exercise independent judgment in the best interests of the company [332]. - Executive officers and directors have fiduciary duties to other entities, but these obligations are not expected to materially affect the company's business combination plans [333]. - The company has established clear policies for audit partner rotation and pre-approval of audit services to maintain auditor independence [314]. - The company is committed to transparency and will disclose any amendments to its code of ethics on its website [328]. Financial Commitments and Investments - The sponsor paid an aggregate of $25,000 for 5,000,000 Class B ordinary shares, which have an estimated market value of approximately $52.05 million based on a closing price of $10.41 per share on March 22, 2023 [335]. - The sponsor invested $9,457,150 for 945,715 private units, which will be worthless if a business combination is not completed by June 20, 2023, with an aggregate market value of approximately $9.86 million based on the same closing price [335]. - Initial shareholders have agreed to waive their redemption rights regarding founders shares if the initial business combination is not completed within 18 months after the IPO closing date [335]. - The company may incur indemnification costs for its officers and directors, which could adversely affect shareholder investments if the trust account is liquidated [343]. - The trust account is invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk due to the short-term nature of these investments [286]. - The sponsor and its affiliates hold approximately a 22.9% equity stake in the company, consisting of 945,715 Class A ordinary shares and 5,000,000 Class B ordinary shares [336]. - The sponsor may convert up to $1,500,000 in loans into warrants at $1.00 per warrant in connection with the WHC Business Combination [336]. - The sponsor has agreed to indemnify the company to ensure that the trust account proceeds are not reduced below $10.20 per public share in case of liquidation [336]. Business Combination Plans - The company plans to submit the WHC Business Combination to public shareholders for a vote, with initial shareholders agreeing to vote in favor [340]. - The company has entered into indemnity agreements with its officers and directors to attract and retain talent [344].
Spree Acquisition 1 (SHAP) - 2022 Q4 - Annual Report