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): June 29, 2023

ROSE HILL ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Cayman Islands
  
001-40900
   N/A
(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:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
  
ROSEU
  
Nasdaq Global Market
Class A ordinary shares, par value $0.0001 per share
  
ROSE
  
Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
  
ROSEW
  
Nasdaq Global Market

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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its shareholders at the Meeting (defined below), effective on June 29, 2023, Rose Hill Acquisition Corporation’s (the “Company”) Amended and Restated Articles of Association (the “Articles”) were amended by special resolution. A copy of the amendment to the Articles is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07.
Submission of Matters to a Vote of Security Holders.

On June 29, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”). On May 31, 2023, the record date for the Meeting, there were 5,288,234 ordinary shares of the Company outstanding and entitled to be voted at the Meeting (consisting of 4,256,984 Class A ordinary shares and 1,031,250 Class B ordinary shares), approximately 98.21% of which were represented in person or by proxy at the Meeting.

The final results for the matter submitted to a vote of the Company’s shareholders at the Meeting is as follows:

The Extension Proposal

The shareholders approved the proposal, as a special resolution, to amend the Articles to extend the date by which the Company must complete its initial business combination from July 18, 2023, to January 18, 2024. The voting results were as follows:

FOR
  
AGAINST
  
ABSTAIN
  
BROKER NON-VOTES
5,194,063
  
17
  
—
  
—

As there were sufficient votes to approve the Extension Proposal, the “Adjournment Proposal” described in the proxy statement was not presented to shareholders.

Item 8.01.
Other Events.

In connection with the vote to approve the Extension Proposal, the holder of one Class A ordinary share of the Company properly exercised their right to redeem their share for a total redemption amount of $11.35.

Item 9.01.
Financial Statements and Exhibits

(c) Exhibits:

Exhibit
No.
  
Description
 
Amendment to the Amended and Restated Articles of Association of Rose Hill Acquisition Corporation, effective as of June 29, 2023.
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:  July 3, 2023
    


Exhibit 3.1

ANNEX A
 
FORM OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF ROSE HILL ACQUISITION CORPORATION

That the Amended and Restated Articles of Association of Rose Hill Acquisition Corporation, as previously amended by special resolutions passed on January 12, 2023, be amended by:

(a) deleting Article 192 in its entirety and replacing it with the following:

“192. In the event that:

(a) either (i) the Company does not consummate a Business Combination within 27 months after the date of the closing of the IPO, or such later time as the Shareholders may approve in accordance with these Articles or (ii) a resolution of the Shareholders is passed pursuant to the Companies Act to commence the voluntary liquidation of the Company prior to the consummation of a Business Combination for any reason, the Company shall: (A) cease all operations except for the purpose of winding up; (B) as promptly as reasonably possible but not more than ten (10) 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 Trust Account and not previously released to the Company to pay tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish public Shareholders’ rights as Shareholders (including the right to receive further liquidation distributions, if any); and (C) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Shareholders and the Directors, liquidate and dissolve, subject in the case of sub-articles (B) and (C), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law; and

(b) any amendment is made to Article 192(a) that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 27 months after the date of the closing of the IPO, or any amendment is made with respect to any other provision of these Articles relating to the rights of holders of Class A Shares, each holder of Public Shares who is not a Founder, Director or officer of the Company shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment 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 Trust Account and not previously released to the Company to pay its tax obligations, if any (less up to US $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue.”; and

(b) deleting Article 194 in its entirety and replacing it with the following:

“194. After the issue of Public Shares, and prior to the consummation of a Business Combination, the Directors shall not issue additional Shares or any other securities that would entitle the holders thereof to:

(a) receive funds from the Trust Account; or

(b) vote on (i) any Business Combination or any other proposal presented to the Shareholders prior to or in connection with the completion of a Business Combination, or (ii) a proposed amendment to these Articles to extend the time the Company has to consummate a Business Combination beyond 27 months after the date of the closing of the IPO or otherwise amend any of the Business Combination Provisions.”


v3.23.2
Document and Entity Information
Jun. 29, 2023
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 29, 2023
Current Fiscal Year End Date --12-31
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
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol ROSEU
Security Exchange Name NASDAQ
Common Class A [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share
Trading Symbol ROSE
Security Exchange Name NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol ROSEW
Security Exchange Name NASDAQ
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