Financial Position - As of March 31, 2023, the company had approximately $0 in cash and a working capital deficit of approximately ($1,838,000) compared to approximately $7,000 and ($1,450,000) as of December 31, 2022[95]. - The company has not engaged in any revenue-generating operations to date and has incurred an accumulated deficit of approximately $10,838,000 as of March 31, 2023[99][104]. - The company has no amounts outstanding under loans from its sponsor as of March 31, 2023[101][107]. - As of March 31, 2023, the company had no off-balance sheet arrangements or commitments for capital expenditures[112]. Initial Public Offering - The company completed its initial public offering in December 2021, raising net proceeds of $205,100,000, with $204,000,000 deposited into a non-interest bearing trust account[104]. - A deferred underwriting fee of $9.0 million, representing 4.5% of the gross proceeds of the IPO, is payable upon the consummation of the initial business combination[113]. - The net proceeds from the IPO are invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[116]. Business Combination Plans - The company intends to extend the deadline for consummating its initial business combination from June 20, 2023, to September 20, 2023[96]. - The company has entered into a business combination agreement with WHC Worldwide, LLC, and is pursuing additional financing options, including a PIPE financing[93][110]. - The company expects to incur significant costs in pursuit of the WHC Business Combination and cannot assure the success of its plans[95][100]. - The company may need to obtain additional financing to operate the combined company post-business combination, which could involve issuing additional securities or incurring debt[110]. Operational Costs - The company has used proceeds held outside of the trust account primarily for due diligence and evaluation of target businesses[106]. - The company incurs a monthly fee of $10,000 to the sponsor for office space and administrative services, accruing amounts owed due to lack of working capital[113]. - The company may convert up to $1,500,000 of sponsor loans into warrants at a price of $1.00 per warrant upon the closing of its initial business combination[107]. Going Concern - The company has a required liquidation date of June 20, 2023, which raises substantial doubt about its ability to continue as a going concern[111].
Spree Acquisition 1 (SHAP) - 2023 Q1 - Quarterly Report