Spree Acquisition Corp. 1 Limited *
The below-announced combination was terminated on 8/23/23. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: WHC Worldwide, LLC, doing business as zTrip® [TERMINATED]
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: ZTRP
Spree Acquisition Corp. 1 Limited proposes to combine with WHC Worldwide, LLC, doing business as zTrip®
WHC Worldwide, LLC dba zTrip is a technology-based, North American-wide transportation company, whose mission is to use mobility to enhance the lives of its customers, driver partners and employees. The company, founded in 2018, has a diverse portfolio of business, most prominently zTrip®, the largest taxi fleet operator in the U.S. (source: The Transportation Alliance), with operations in 26 cities, more than 2,700 vehicles and over 3,170 contracted drivers on its platform. zTrip® combines a taxi-service model with technology to create a new hybrid brand of on-demand transportation, with a platform capable of operating local mobility service providers more effectively and efficiently.
Combining its experience of acquiring and operating traditional taxi fleets with its proprietary technology-based shared infrastructure, zTrip has been consolidating the local mobility service market and driving what it believes to be greater technology adoption and other operating efficiencies. zTrip is led by a veteran management team with decades of experience in the ground transportation industry and a proven track record of owning and operating successful transportation companies. zTrip also operates under the brand names SuperShuttle® and ExecuCar®, serving more than 63 North American airports.
EXTENSION – 12/17/24 – LINK
- The SPAC approved the extension from December 20, 2024 to December 20, 2025.
- 1,837,509 shares were redeemed at the meeting.
- No contribution will be made into the trust account.
EXTENSION – 12/22/23 – LINK
- The SPAC approved the extension from March 20, 2024 to December 20, 2024.
- 2,371,801 shares were redeemed at the meeting for $10.92 per share.
- Removes $100K contribution from 11/20/23 to 3/20/24 and no monthly contribution will be made into the trust account thereafter.
SUBSEQUENT EVENT – 12/21/23 – LINK
- The SPAC entered into a non-redemption agreement with an undisclosed third party in exchange for them agreeing not to redeem an aggregate of 1,825,000 shares
- The Sponsor will transfer 638,750 founder shares to the non-redeeming shareholders
EXTENSION – 6/12/23 – LINK
- The SPAC approved the extension from June 20, 2023, to March 20, 2024.
- 15,763,212 shares were redeemed for $10.51 per share.
- $100K per month will be deposited into the trust account.
TRANSPORTATION
- 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.
- The business combination, which has been unanimously approved by the board of directors of Spree and the managers and members of WHC, is expected to close in the first half of 2023.
PIPE
- There is no PIPE currently for this transaction
EARNOUT
- HC LLC members in the Business Combination, WHC Inc. will issue to William M. George, Chief Executive Officer of WHC LLC warrants to purchase an aggregate of 1,500,000 shares of WHC Inc. Class A common stock at an exercise price per share equal to the greater of $10.00 and the closing price.
- The warrants will vest in three tranches, exercisable for 500,000 shares each, conditioned on the volume-weighted average price of the WHC Worldwide, Inc. Class A common stock equaling or exceeding $14.00, $18.00 and $22.00, respectively, for any 20/30 trading days following the Closing and before the earlier of the fourth anniversary of the Closing
- An additional, cash earn-out payment of $10 million will be payable to the Earnout Participant if the aggregate transaction proceeds in the combined company at the Closing is in excess of $70 million, subject to written consent of the PIPE Investors in any Spree financings prior to or at Closing.
LOCK-UP
- Sponsor and Company
- 180 days following the Closing Date or if the last sale price of the common stock equals or exceeds $12.00/Share for any 20/30 trading days
NOTABLE CONDITIONS TO CLOSING
- Closing is subject to the satisfaction of specific conditions, including Spree having on its balance sheet at the closing cash in a minimal amount of at least $50 million.
NOTABLE CONDITIONS TO TERMINATION
- By either Spree or WHC LLC if the Business Combination is not consummated on or before June 30, 2023
- By Spree if the Registration Statement has not been filed with the SEC by December 24, 2022
ADVISORS
- Stinson LLP has been serving as legal counsel to zTrip.
- McDermott Will & Emery and Meitar | Law Offices are serving as legal counsel to Spree.
MANAGEMENT & BOARD
Executive Officers
Eran (Rani) Plaut, 54
Chairman of the Board, Director and Chief Executive Officer
Mr. Plaut is an entrepreneur and founder of several tech companies in the mobility space, where he holds chief executive officer and executive board member positions. Since August 2019, Mr. Plaut serves as co-founder and CEO of Polarity, the developer of an electric VTOL aircraft based on a patent-pending technology that enables extended performance and a new model of ownership in the eVTOL domain. Mr. Plaut has also served as the executive chairman of Moodify since October 2019, a company specializing in unique machine learning software tools to enable the production of neuroscience-based materials used in driver monitoring systems and packaged goods. From January 2010 to May 2016, Mr. Plaut was a part of the founding team at iPulse and CEO of Bmax (as of November 2011), where he registered a few patents in pulsed power physics, upon which the company developed and sold equipment for metal processing for the automotive and aerospace industries. From 2005 to 2009, Mr. Plaut served as the CEO of Pulsar, a global leader in magnetic pulse welding for automotive application and before that served in a few executive positions in tech companies.
Nir Sasson, 54
Chief Operating Officer
Mr. Sasson has a track record of over 30 years of having founded companies in the automotive, semiconductor and communications sectors. Since January 2020, Mr. Sasson has been advising startup companies in the mobility sector in the areas of technology, product and business strategy. From November 2016 to December 2019, Mr. Sasson served as a founder and CEO of Spatial Logic Ltd., developing AI-based visual positioning technology, to drive next generation augmented reality based automotive navigation systems. From April 2008 to January 2016, Mr. Sasson led (as co-founder and CEO from its inception) Autotalks Ltd., a fabless semiconductor company that enabled the vehicle-to-vehicle and vehicle-to-infrastructure communication revolution. From 1997 to 2007, Mr. Sasson held executive business and R&D positions at Texas Instruments Inc. following the acquisition of Libit Signal Processing Ltd., world leader in the cable modem technology. From 1995 to 1997 Mr. Sasson held R&D positions in Motorola, where he developed CDMA systems. From 1990 to 1995 Mr. Sasson served in an elite R&D unit of the Israeli Defense Forces. He holds a B.Sc. and M.Sc. in Electrical Engineering and an Executive MBA, all from Tel-Aviv University.
Shay Kronfeld, 46
Chief Financial Officer and VP Business
Mr. Kronfeld is a former investment banker who has focused on the capital markets, particularly SPACs. In January 2021 Mr. Kronfeld established Pureplay Holdings, which handles all matters related to SPACs, including formation, project management for venture capital/private equity firms involved in SPACs, and advice to target companies on their potential mergers with SPACs. From February 2018 until July 2021, Mr. Kronfeld served as CEO of Cuma Financial Ltd. Since February 2018, Mr. Kronfeld has been the Founder and Managing Partner of Lynays Capital Limited, where he specializes in fundraising and advising growth-stage companies. From February 2013 to February 2018, Mr. Kronfeld was a Managing Director of the Maxim Group investment banking team, where he specialized in cross border transactions, SPACs and fund raising. From July 2009 to August 2012, Mr. Kronfeld was a Managing Director of investment banking at Rodman and Renshaw, where he specialized in RD/PIPE’s transactions. From January 2004 to July 2009, Mr. Kronfeld was a member of the institutional sales team at the Maxim Group, where he transacted many SPAC deals. He received a B.A in Finance from the Interdisciplinary Center in Herzliya, Israel.
Board of Directors
Joachim Drees, 56
Director
Since July 2020, Mr. Drees has been investing in software related start-up companies, particularly in the EV software charging space but also other industries, as a pre-seed, seed or pre-series A investor. From 2015 until July 2020, Mr. Drees served as CEO of MAN SE and MAN Truck & Bus SE, one of Europe’s largest players in the commercial vehicle industry. Prior to that time, from 2012 to 2014, he was the Chief Financial Officer and a member of the executive board of Drees & Sommer AG, a European consulting, planning and project management enterprise with responsibility for Finance & Controlling, M&A, Human Resources, Administration, and Internationalization Support. Mr. Drees held managerial positions in the Daimler Truck Group and at Mercedes-Benz Trucks from 1996 to 2006, including as Commercial Director of the Gaggenau Transmissions Unit and as Head of Commercial Vehicle Controlling. He was also a member of the Executive Board of TRATON SE (formerly Volkswagen Truck & Bus GmbH) and held several non-executive director seats, from 2015 to July 2020, including at Renk AG from 2017 to 2020. He studied business administration at the University of Stuttgart and received an MBA from Portland State University.
Steven Greenfield, 50
Director
Since April 2014, Mr. Greenfield serves as CEO of Automotive Ventures LLC, a venture capital fund that he founded and that focuses on early-state auto tech startups. He also manages a consulting business working with auto tech participants, as well as PE and VC participants who are targeting the auto tech landscape. Since May 2020, Mr. Greenfield is also a managing director at Progress Partners, a Boston-based investment bank. From June 2018 to April 2020, he served as TrueCar’s SVP of Strategy and Business Development, and, from January 2011 to April 2014, as AutoTrader.com’s VP of Product Management and VP of Business Development, overseeing the acquisitions of vAuto, Kelley Blue Book, HomeNet Automotive, VinSolutions, and DealerScience. Earlier in his career, Mr. Greenfield served as Manheim’s Director of International Development, overseeing Manheim’s overseas investments, including establishing new joint ventures in Dubai, Istanbul and Beijing. He received a B.A. in Health Sciences from York University in Toronto, and an MBA from Goizueta Business School at Emory University in Atlanta.
David Riemenschneider, 58
Director
Mr. Riemenschneider has served as Chairman of the Automotive Transformation Group since July 2021, which seeks to revolutionize the vehicle sales process via online sales and value chain efficiencies. Mr. Riemenschneider has been, from 2013 to the present time, a private equity consultant who provides insight and analysis to automotive technology companies leading up to a management buy-out, and to financial buyers in evaluating automotive tech deals. He is the founder and President of D-Remo Consulting SASU. Mr. Riemenschneider worked for Ford Motor from 1985 to 2001 in the US and Europe in several key management positions before becoming the CEO of private-equity backed Clifford Thames in the UK from 2006 to 2013, which was involved in automotive content management and software-providing solutions to global OEMs on five continents. Mr. Riemenschneider led the development of a connected vehicle program at a T1 supplier in Germany in 2013. Mr. Riemenschneider worked on many advanced ADAS technologies during this time and started one of the first dedicated automotive technology focused M&A teams at the boutique investment bank Hampleton Partners in London in 2015. During this time, Mr. Riemenschneider also invested in and held board roles in other automotive and fintech related software firms, including the Chairman role at Inflexion Private equity’s Autofutura and G-Forces automotive software assets in the UK in 2019. Mr. Riemenschneider is also an automotive technology advisor to investment bank GCA Altium, and to Cerebri AI Inc. Mr. Riemenschneider holds a BBA from Eastern Michigan University and an MBA from the University of Detroit.
Philipp von Hagen, 51
Director
Since March 2021, Mr. von Hagen serves as the Managing Partner of Future Industry Ventures S.à r.l., the General Partner of FIV Industry 4.0 Ventures Fund S.C.Sp., SICAV-RAIF, a pan-European fund for early and growth stage investments in industrial technologies. From March 2012 to June 2020, Mr. von Hagen served on the executive board of Porsche Automobil Holding SE, Germany, where he was responsible for developing and executing an investment strategy, a risk-return based management of investment portfolio as well as the exercise of ownership and shareholder rights. Prior to that time, between 1998 and 2012 Mr. von Hagen worked in Global Financial Advisory at Rothschild in London, United Kingdom, and Frankfurt, Germany. He began his career in corporate finance and equity capital markets at Daiwa Securities Limited, United Kingdom, in 1995 and became a founding member of the corporate finance advisory division of Intercapital Securities, United Kingdom, in 1997. Mr. von Hagen holds degrees in Economics from the London School of Economics and Political Science, United Kingdom, and from the University of Oxford, United Kingdom.