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): July 31, 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
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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
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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.
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 Sponsor Support Agreement (the “Sponsor Support Agreement”) with Inversiones e Inmobilaria GHC Ltda,
a limited liability company organized under the laws of Chile (“Prize”), Rose Hill Sponsor LLC (the “Sponsor”) and the individual sponsor parties signatory thereto.
On July 31, 2023, Rose Hill, the Sponsor, Prize and Prize SuperFoods (“PubCo”), entered into Amendment No. 1 to the Sponsor Support
Agreement (the “Amendment”), pursuant to which the parties amended the Sponsor Support Agreement to reflect the parties mutual agreement at the time the Business Combination Agreement, dated as of October 19, 2022, by and among Rose Hill, GHC and,
for certain limited purposes, Alejandro García-Huidobro Empresario, an individual (the “Business Combination Agreement”), was executed that the Sponsor will forfeit 3,631,250 Rose Hill ordinary shares immediately prior to the transactions
contemplated by the Business Combination Agreement such that the Sponsor will own 1,400,000 Rose Hill ordinary shares immediately following the forfeiture, 700,000 of which are subject to vesting conditions, as described in the Sponsor Support
Agreement.
A copy of the Amendment is filed herewith as Exhibit 10.1 and the foregoing description of the Amendment is qualified in its entirety
by reference thereto.
Important Information about the Business Combination Agreement and Where to Find It
In connection with the Business Combination Agreement, Rose Hill, Prize and/or PubCo intend to file relevant materials with the U.S.
Securities and Exchange Commission (the “SEC”), including a registration statement on Form F-4 with the SEC, which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy
statement/prospectus will be sent to all Rose Hill shareholders. Rose Hill, Prize and/or PubCo will also file other documents regarding the Business Combination Agreement with the SEC. Before making any voting or investment decision, investors and
security holders of Prize and Rose Hill are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination Agreement as
they become available because they will contain important information about the Business Combination Agreement.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the SEC by Rose Hill, Prize and/or PubCo through the website maintained by the SEC at www.sec.gov.
The documents filed by Rose Hill, Prize and/or PubCo with the SEC also may be obtained free of charge upon written request to Rose
Hill Acquisition Corporation, 981 Davis Drive NW, Atlanta, GA 30327 or via email at info@rosehillacq.com.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
Rose Hill, Prize, PubCo and their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies from Rose Hill’s shareholders in connection with the Business Combination Agreement. A list of the names of such directors and executive officers, and information regarding their interests in the business combination and their ownership of
Rose Hill’s securities are, or will be, contained in Rose Hill’s filings with the SEC, and such information and names of Prize’s directors and executive officers will also be in the registration statement on Form F-4 to be filed with the SEC by
Rose Hill, Prize and/or PubCo, which will include the proxy statement of Rose Hill.
This Current Report on Form 8-K relates to a Business Combination Agreement between Rose Hill and Prize. This Current Report on Form
8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits
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Exhibit No.
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Description
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Amendment No. 1 to The Sponsor Support Agreement, dated as of July 31, 2023, by and among Rose Hill Acquisition Corporation, Rose Hill Sponsor LLC,
Inversiones e Inmobilaria GHC Ltda and Prize SuperFoods.
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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 10.1
AMENDMENT NO. 1
TO THE
SPONSOR SUPPORT AGREEMENT
This AMENDMENT NO. 1 (this “Amendment”),
dated as of July 31, 2023, to the Sponsor Support Agreement, dated as of October 19, 2022, is made by and among Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Rose Hill Sponsor LLC, a Delaware limited liability company (“Sponsor”),
Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (the “Company”), and Prize Superfoods, an exempted company
incorporated with limited liability in the Cayman Islands (“New PubCo”). SPAC, Sponsor, the Company and New PubCo shall be referred to herein from time to time
collectively as the “Parties.” Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Sponsor Support Agreement.
WHEREAS, the Parties desire to amend the Sponsor Support Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally
bound hereby, the Parties hereby agree as follows:
ARTICLE I
AMENDMENT TO THE SPONSOR SUPPORT AGREEMENT
1. Insert New Section 8. The following new Section 8 of the Sponsor Support Agreement is hereby inserted immediately following Section 7, and existing Sections 8, 9, 10, 11, 12, 13,
14 and 15 of the Sponsor Support Agreement are hereby re-numbered accordingly:
“8. SPAC Shares. Sponsor hereby agrees that, subject to and contingent upon the First Effective Time, automatically and without any further action by any other Person, Sponsor shall forfeit 3,631,250 SPAC Shares
such that immediately following such forfeiture Sponsor owns no more than 1,400,000 SPAC Shares immediately prior to the First Effective Time (such forfeited SPAC Shares, the “Forfeited SPAC Shares”), and all such Forfeited SPAC Shares shall
be cancelled and forfeited for no consideration and shall cease to exist. This Section 8 shall be void and of no force and effect if the Business
Combination Agreement shall be terminated in accordance with its terms.”
ARTICLE II
MISCELLANEOUS
1. No Further Amendment. Except as expressly amended hereby, the Sponsor Support Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions
thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Sponsor Support Agreement or any of the documents referred to therein.
2. Effect of Amendment. This Amendment shall form a part of the Sponsor Support Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after
the execution of this Amendment by the Parties, any reference to the Sponsor Support Agreement shall be deemed a reference to the Sponsor Support Agreement as amended hereby.
3. Governing Law. This Amendment 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. Each of the Parties irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery in the State of Delaware or, to the extent that the such Court does not have subject
matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, in each case in connection with any matter based upon or arising out of
this Amendment.
4. Severability. In the event that any term, provision, covenant or restriction of this Amendment, or the application thereof, is held to be illegal, invalid or unenforceable under
any present or future Legal Requirement (as defined in the Business Combination Agreement): (i) such provision will be fully severable; (ii) this Amendment will be construed and enforced as if such illegal, invalid or unenforceable provision had
never comprised a part hereof; (iii) the remaining provisions of this Amendment will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom; and (iv) in lieu of such
illegal, invalid or unenforceable provision, there will be added automatically as a part of this Amendment a legal, valid and enforceable provision as similar in terms of such illegal, invalid or unenforceable provision as may be possible.
5. Counterparts; Electronic Delivery. This Amendment may be executed in counterparts, all of which shall be considered one and the same document and shall become effective when such
counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Parties of a counterpart
executed by a Party shall be deemed to meet the requirements of the previous sentence. The exchange of a fully executed Amendment (in counterparts or otherwise) in pdf, DocuSign or similar format and transmitted by facsimile or email shall be
sufficient to bind the Parties to the terms and conditions of this Amendment.
[signature Page follows]
IN WITNESS WHEREOF, each of the
Parties has caused this Amendment to be duly executed on its behalf as of the day and year first above written.
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ROSE HILL SPONSOR LLC
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By:
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/s/ Albert Hill IV
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Name:
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Albert Hill IV
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Title:
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Managing Member
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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:
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Albert Hill IV
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Title:
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Co-Chief Financial Officer
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INVERSIONES E INMOBILARIA GHC LTDA
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By:
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/s/ Alejandro García Huidobro Empresario
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Name:
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Alejandro García Huidobro Empresario
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Title:
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Administrator and Legal Representative
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PRIZE SUPERFOODS
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By:
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/s/ Alejandro García Huidobro Empresario
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Name:
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Alejandro García Huidobro Empresario
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Title:
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Authorized Signatory
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