SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 17, 2023
ROSE HILL ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Cayman Islands
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001-40900
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission file number)
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(IRS Employer
Identification No.)
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981 Davis Drive NW, Atlanta, GA 30327
(Address of principal executive offices) (Zip Code)
(607) 279 2371
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name, or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
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ROSEU
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Nasdaq Capital Market
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Class A ordinary shares, par value $0.0001 per share
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ROSE
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Nasdaq Capital Market
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
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ROSEW
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Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
As previously announced, on October 20, 2022, Rose Hill Acquisition Corporation, an exempted company incorporated with limited
liability in the Cayman Islands (“Rose Hill”) entered into a Business Combination Agreement (as amended on July 17, 2023 and October 18, 2023, the “Business Combination Agreement”) with Inversiones e Inmobilaria GHC Ltda, a limited liability
company organized under the laws of Chile (“Prize”) and, for certain limited purposes, Alejandro García Huidobro Empresario, an individual (“AGH”) and by joinder agreement with Prize SuperFoods, an exempted company incorporated with limited
liability under the laws of the Cayman Islands, Prize Investments, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and Prize Holding Chile SpA, a simplified stock corporation under the laws of Chile.
Termination of Business Combination Agreement
On November 22, 2023, Rose Hill, Prize and AGH entered into a Termination, Settlement And Release Agreement (the “Termination
Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The termination of the Business Combination Agreement is effective as of November 22, 2023.
As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no
liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Business Combination Agreement, and each of the transaction agreements entered into in connection with the Business Combination
Agreement, including, but not limited to, (i) the Company Support Agreement, dated as of October 19, 2022 by and among Rose Hill, Prize and AGH and (ii) the Sponsor Support Agreement, dated as of October 19, 2022 by and among Rose Hill, Prize, AGH
and the Sponsor Parties (as defined therein), will automatically either be terminated in accordance with their terms or be of no further force and effect. Pursuant to the Termination Agreement, subject to certain exceptions, the parties thereto
have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Proposed Business Combination.
The foregoing descriptions of the Business Combination Agreement and the Termination Agreement do not purport to be complete and are
qualified in their entirety by the terms and conditions of the full text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to Rose Hill’s Current Report on Form 8-K with the U.S. Securities and Exchange Commission
(the “SEC”) on October 25, 2022, as amended by (a) Amendment No. 1 to the Business Combination Agreement, which was previously filed as Exhibit 2.1 to Rose Hill’s Current Report on Form 8-K filed with the SEC on July 19, 2023, and (b) Amendment No.
2 to the Business Combination Agreement, which was previously filed as Exhibit 2.1 to Rose Hill’s Current Report on Form 8-K filed with the SEC on October 19, 2023, and the full text of the Termination Agreement, which is attached hereto as Exhibit
2.1, each of which is incorporated by reference herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on July 26, 2023, Rose Hill received a delisting determination letter from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying Rose Hill that (i) it had not regained compliance with Nasdaq Listing Rule 5550(a)(4) requiring a minimum of 500,000 publicly held shares and (ii) Rose Hill’s Class A ordinary shares (the
“Ordinary Shares”), warrants and units are subject to delisting from The Nasdaq Capital Market. On November 17, 2023, Rose Hill received written notice from Nasdaq notifying Rose Hill that, since no material progress towards implementing Rose Hill’s
plan of compliance had been made, Nasdaq has determined that the Ordinary Shares shall be delisted from The Nasdaq Capital Market, unless Rose Hill requests that the Nasdaq Listings and Hearing Review Counsel review this decision. Rose Hill does not
intend to make such a request. Rose Hill’s Ordinary Shares were suspended from trading on The Nasdaq Capital Market on the open of business on November 21, 2023.
If Rose Hill’s Board of Directors determines that it is unable to complete an initial business combination on or prior
to January 18, 2024, Rose Hill will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay Rose Hill’s franchise and income taxes (less up to $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Rose Hill’s remaining shareholders and Rose Hill’s board of directors, dissolve and liquidate,
subject in each case to Rose Hill’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Item 9.01. Financial Statements and Exhibits
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Exhibit No.
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Description
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Termination Agreement, dated as of November 22, 2023, by and among Rose Hill, Prize and AGH.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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ROSE HILL ACQUISITION CORPORATION
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By:
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/s/ Albert Hill IV
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Name: Albert Hill IV
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Title: Co-Chief Financial Officer and Director
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Exhibit 2.1
TERMINATION, SETTLEMENT AND RELEASE AGREEMENT
THIS TERMINATION, SETTLEMENT AND RELEASE AGREEMENT TO THE BUSINESS COMBINATION AGREEMENT (this “Termination Agreement”) dated as of November 22, 2023, (the “Effective Date”) is made by and among Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Inversiones e Inmobiliaria GHC Ltda., a limited liability company organized under the laws of Chile (the “Company”), and Alejandro García Huidobro Empresario Individual (“AGH”). SPAC, the Company and AGH shall be referred to herein
from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Business Combination Agreement (as defined below).
WITNESSETH
WHEREAS, the Parties, together with Prize SuperFoods, an exempted company incorporated with limited liability under the laws of the
Cayman Islands, Prize Investments, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and Prize Holding Chile SpA, a simplified stock corporation under the laws of Chile, previously entered into that certain
Business Combination Agreement, dated as of October 19, 2022 (as amended on July 17, 2023 and October 18, 2023 and as it may be further amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”);
WHEREAS, the Parties wish to terminate the Business Combination Agreement by mutual written agreement.
NOW, THEREFORE, the Parties agree as follows:
AGREEMENT
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Termination. The Business Combination Agreement is hereby terminated by
mutual written consent of the Parties as of the Effective Date pursuant to Section 9.1(a) of the Business Combination Agreement. The Parties further acknowledge and agree that, as of the Effective Date and by virtue of the termination of the
Business Combination Agreement hereby, each of the Transaction Agreements shall terminate in accordance with its terms.
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No compensation. The Parties expressly state there are no amounts owed and
due of any kind with respect to the Business Combination Agreement. Therefore, the Parties are not entitled to seek any payment or different consideration of any kind, under or arising from the terms of the Business Combination Agreement.
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No survival. As of the Effective Date, all Parties’ right, title, and
interest in and rights, duties and obligations with respect to the Business Combination Agreement will terminate and be of no further legal force or effect, except that, notwithstanding anything to the contrary contained in the Business
Combination Agreement (together with the other documents and transactions contemplated thereby), this Termination Agreement, the Confidentiality Agreement or any of the Transaction Agreements, the provisions set forth in section 9.2(b) of the
Business Combination Agreement and the Confidentiality Agreement shall survive the termination of the Business Combination Agreement and remain in full force and effect.
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Release. The Parties each release and discharge each other, and all of their
respective successors, assigns, parents, subsidiaries, divisions, affiliated and related entities, officers, directors, members, employees, shareholders, agents, partners, and attorneys from any and all claims, demands, liens, agreements,
contracts, covenants, actions, suits, causes of action, obligations, debts, expenses, damages, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, that arise
from or relate the Business Combination Agreement.
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No admission of liability. This Termination Agreement and compliance with it
shall not operate or be construed as an admission by any Party of any liability, misconduct or wrongdoing whatsoever against any Party released herein, and shall not be construed as an admission of a violation of the rights of any Party, or
as a violation of any law, rule, regulation, or ordinance. Each Party expressly denies and wrongdoing or liability to any Party. Each Party has freely entered into this Termination Agreement, and neither Party has relied upon any statements,
promise, or representation from any other Party in entering this Termination Agreement.
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Authorities. Each person signing this Termination Agreement on behalf of a
party represents and warrants that the execution and performance of this Termination Agreement has been duly authorized by all necessary laws, resolutions, and corporate action, and this Termination Agreement constitutes the valid, binding,
and enforceable obligations of every Party in accordance with its term.
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Severability. If any provision of this Termination Agreement is held to be
invalid, void or unenforceable, the balance of the provisions will, nevertheless, remain in full force and effect and will in no way be affected, impaired, or invalidated.
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Governing law. This Termination Agreement and all disputes or controversies
arising out of or relating to this Termination Agreement or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the internal law of the State of Delaware
regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof,
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Counterparts. This Termination Agreement may be executed in multiple
counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature” and words of like import in this
Termination Agreement or in any other certificate, agreement or document related to this Termination Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without
limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record
created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper- based record-keeping system to the fullest
extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any
state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
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[signature page follows]
IN WITNESS WHEREOF, each of the Parties have caused this Termination Agreement to be executed as of the Effective Date.
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ROSE HILL ACQUISITION CORPORATION
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By:
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/s/ Albert Hill IV |
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Name: Albert Hill IV
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Title: Co-Chief Financial Officer
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INVERSIONES E INMOBILARIA GHC LTDA
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By:
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/s/ Alejandro Garcia Huidobro Empresario |
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Name: Alejandro Garcia Huidobro Empresario
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Title: Administrator and Legal Representative
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ALEJANDRO GARCÍA HUIDOBRO EMPRESARIO INDIVIDUAL
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/s/ Alejandro Garcia Huidobro Empresario |
[Signature Page to Termination Agreement to the Business Combination Agreement]