Form 8-K - Current report

UNITED STATES

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): January 11, 2024

ROSE HILL ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-40900		00-0000000
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS Employer Identification No.)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

None

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 8.01

Other Events.

Rose Hill Acquisition Corporation (the “Company”) has filed a winding up petition in the Grand Court of the Cayman Islands (the “Court”) on January 11, 2024. Following advice from the Company’s Cayman Islands counsel, it was determined that in light of the impossibility of completing an initial business combination by January 18, 2024, and in light of the provisions in the Company’s Amended and Restated Articles of Association (the “AoA”), the Company’s winding up should be pursued at the earliest opportunity. The Company has opted to pursue this strategy in order to have official liquidators appointed over the Company, and it is expected that a liquidator shall be appointed at a hearing scheduled for February 5, 2024. The Company seeks to effectuate its orderly liquidation (i.e. to gather and distribute the assets to the relevant stakeholders within a reasonable amount of time after the Termination Date set forth in the AoA at the direction of an appointed liquidator) under the supervision of the Court and in accordance with its AoA and the applicable laws of the Cayman Islands. Pursuant to the laws of the Cayman Islands, the Company is required to advertise its winding up petition in a newspaper having circulation in the United States and Cayman Islands. A copy of this advertisement is attached herein as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
99.1		Newspaper Announcement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	ROSE HILL ACQUISITION CORPORATION

	By:	/s/ Albert Hill IV
		Name: Albert Hill IV
		Title: Co-Chief Financial Officer and Director

Date: January 18, 2024

Exhibit 99.1

IN THE GRAND COURT OF THE CAYMAN ISLANDS

FINANCIAL SERVICES DIVISION

FSD CAUSE NO: 0008 OF 2024 (JAJ)

IN THE MATTER OF THE COMPANIES ACT (2023 REVISION)

AND IN THE MATTER OF ROSE HILL ACQUISITION CORPORATION

TAKE NOTICE that a petition for an order that Rose Hill Acquisition Corporation (company registration number 373648) whose registered office is situated at PO Box 1348, 94 Solaris Avenue, Camana Bay, Cayman Islands (the “Company”) be put into liquidation and wound up in accordance with the provisions of the Companies Act has been presented to the Grand Court of the Cayman Islands.

The petition was presented by the Company. Copies of the petition and supporting affidavits may be obtained free of charge from the petitioner’s attorneys, Campbells LLP, whose address for service is at Floor 4, Willow House, Cricket Square, PO Box 884, George Town, Grand Cayman, KY1-9010, Cayman Islands or in the alternative, may be contacted by email at PKennedy@campbellslegal.com (ref PK/NL/42782).

The petition seeks an order that Michael Ian Green and Grant Michael Hiley of Deloitte & Touche LLP, 60 Nexus Way, 8th Floor, Camana Bay, PO Box 1787, Grand Cayman, KY1-1109, Cayman Islands be appointed as joint official liquidators of the Company.

AND FURTHER TAKE NOTICE that the hearing of the petition will take place on 5 February 2024 at the Law Courts, George Town, Grand Cayman at 10.00am. Any creditor or shareholder of the Company may be heard on the question of whether or not a winding up order should be made and, if a winding up order is made, who should be appointed as official liquidator(s) of the Company. Any creditor or shareholder who opposes the

appointment of Michael Ian Green and Grant Michael Hiley must nominate an alternative qualified insolvency practitioner(s) who consents to act and has sworn an affidavit complying with the requirements of the Companies Winding Up Rules, Order 3, rule 4.

Document and Entity Information	Jan. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 11, 2024
Entity File Number	001-40900
Entity Registrant Name	ROSE HILL ACQUISITION CORPORATION
Entity Central Index Key	0001870129
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	981 Davis Drive NW
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30327
City Area Code	607
Local Phone Number	279 2371
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false