You are cordially invited to attend the Extraordinary General Meeting (the “Extraordinary General Meeting”) of shareholders of Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “Rose Hill,” “we,” “us” or “our”), to be held on    Thursday, January 5,, 2023, at    3:00 p.m.,    Eastern Time,, at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Avenue, New York, NY 10017,     or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The accompanying proxy statement is dated and is first being mailed to shareholders of the Company on or about    December 5, 2022., 2023.

Even if you are planning to attend the Extraordinary General Meeting in person, please promptly submit your proxy vote via the Internet by following the instructions provided on the proxy card mailed to you or by completing, dating, signing and returning the enclosed proxy or by completing the voting instruction form provided to you by your broker, so your shares will be represented at the Extraordinary General Meeting. It is strongly recommended that you complete and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented at the Extraordinary General Meeting.

As set forth in the accompanying proxy statement, the Extraordinary General Meeting is being held to consider and vote upon the following proposals:

(a) as a special resolution, to amend the Company’s Amended and Restated Articles of Association (the “Articles”) pursuant to an amendment to the Articles in the form set forth in Annex A of the accompanying proxy statement under the heading “Extension Proposal” to extend from JanuaryJuly 18, 2023 to JulyJanuary 18, 20232024 (the “Extension,” such date, the “Extended Date”), the deadline by which, if the Company has not consummated a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or assets, which complies with the requirements of the Articles, which we refer to as our initial business combination, the Company must cease all operations except for the purpose of winding up and redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account and not previously released to us to pay tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares (the “Extension Proposal”); and

(b) as a special resolution, and consistent with the Company’s intention and prior disclosure, to amend the Articles pursuant to an amendment to the Articles in the form set forth in Annex A of the accompanying proxy statement under the heading “Clarification Proposal” to acknowledge and clarify that, pursuant to the Articles, approval of our initial business combination requires an ordinary resolution, that being an affirmative vote of a majority of the Ordinary Shares (as defined below) issued and outstanding, represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at a general meeting (the “Clarification Proposal”); and

Each of the proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

The purpose of the Extension is to allow the Company more time to complete its previously announced business combination (the “Business Combination”) with Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (“Prize”). On October 20, 2022, the Company entered into a Business Combination Agreement with Prize and, for certain limited purposes, Alejandro García Huidobro Empresario

Agreement, in each case, as a direct wholly owned subsidiary of Prize, and (iii) promptly following the incorporation of New PubCo, Merger Sub and HoldCo, Prize and AGH will consummate a pre-closing restructuring pursuant to which, among other things, all subsidiaries of Prize will become direct or indirect subsidiaries of HoldCo, HoldCo will become a wholly owned subsidiary of Merger Sub, and Merger Sub will become a wholly owned subsidiary of Prize (collectively, the “Pre-Closing Restructuring”).

Following the Pre-Closing Restructuring, at the closing of the Business Combination, (i) the Company will be merged with and into New PubCo with New PubCo continuing as the surviving entity (the “First Merger”) and (ii) subsequent to the First Merger, Merger Sub will be merged with and into New PubCo with New PubCo continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”) (such transactions and those otherwise contemplated by the Business Combination Agreement, collectively, the “Proposed Transaction”).

The Articles currently provide that the Company has until JanuaryJuly 18, 2023, to complete an initial business combination. While the Company and the other parties to the Business Combination Agreement are working toward satisfaction of the conditions to completion of the Business Combination, our board of directors (the “Board”) has determined that we will likely not have sufficient time before JanuaryJuly 18, 2023 to complete the U.S. Securities and Exchange Commission (the “SEC”) review process and hold an extraordinary general meeting to obtain shareholder approval of and consummate the Business Combination. If that were to occur, the Company would be precluded from completing the Business Combination and would be forced to liquidate even if the Company’s shareholders are otherwise in favor of consummating the Business Combination. Accordingly, the Board believes that in order to be able to complete the Business Combination, it is appropriate to obtain the Extension.

The Board believes that the initial business combination opportunity with Prize is compelling and in the best interests of our shareholders. Therefore, the Board has determined that it is in the best interests of the Company and our shareholders to extend the date by which the Company must complete an initial business combination to the Extended Date and have the Company’s shareholders approve the Extension Proposal. If the Extension Proposal is approved, we plan to hold another shareholder meeting prior to the Extended Date in order to seek shareholder approval of the Business Combination and related proposals. For more information regarding the Business Combination and the Business Combination Agreement, please read Rose Hills’s Current Report on Form 8-K relating to the Business Combination that was filed with the SEC on October 25, 2022, including the complete text of the Business Combination Agreement filed as an exhibit thereto. If the closing of the Business Combination occurs prior to the scheduled date of the Extraordinary General Meeting, the Extraordinary General Meeting will be cancelled and will not be held.

In connection with the vote on the Extension Proposal, we will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”) at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established in connection with our initial public offering (“IPO”), including interest earned on the funds held in the Trust Account and not previously released to us to pay our tax obligations, if any, (less up to US $100,000 of interest to pay dissolution expenses) divided by the number of the Company’s then-outstanding public shares, regardless of how such public shareholders vote on the Extension Proposal, or if they vote at all, as long as the Extension Proposal is approved by the requisite vote of our shareholders. If the Extension Proposal is approved by the requisite vote of our shareholders, the Company will (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available in the Trust Account (less up to US $100,000 of interest to pay dissolution expenses) relating to any public shares redeemed by holders in connection with the Extension Proposal, if any, and (ii) deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete the Business Combination on or before the Extended Date. In addition, if the Extension Proposal is approved, public shareholders that do not redeem their Class A Ordinary Shares in connection with the Extension Proposal will retain their right to redeem their Class A Ordinary Shares for cash upon

consummation of our initial business combination (or, if the Company has not completed an initial business

subject, in the case of clauses (B) and (C), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by JanuaryJuly 18, 2023.

Approval of the Extension Proposal requires a special resolution under the Companies Act (as amended) of the Cayman Islands (the “Companies Act”), being the affirmative vote of at least two-thirds of the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”) issued and outstanding, voting together as a single class, represented in person or by proxy and entitled to vote thereon and who do so at the Extraordinary General Meeting.

The purpose of the Adjournment Proposal is to allow the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal or the Clarification Proposal.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the Ordinary Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who do so at the Extraordinary General Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION PROPOSAL, “FOR” THE CLARIFICATION PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

The Board has fixed the close of business on    November 30, 2022, 2023 as the record date for the Extraordinary General Meeting. Only shareholders of record on the record date are entitled to notice of and to vote at the Extraordinary General Meeting or any postponement or adjournment thereof, including, if necessary, pursuant to the Adjournment Proposal. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

All of our shareholders are cordially invited to participate in the Extraordinary General Meeting in person at    the offices of Greenberg Traurig, LLP,, located at One Vanderbilt Avenue, New York, NY 10017    where you may vote and submit your questions during the Extraordinary General Meeting. To ensure your representation at the Extraordinary General Meeting, however, you are urged to submit your proxy vote via the Internet by following the instructions provided on the proxy card mailed to you or complete, sign, date and return your proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your proxy at any time prior to the Extraordinary General Meeting.

A shareholder’s failure to vote in person or by proxy at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions, while considered present in connection with the determination of whether a valid quorum is established, will not count as votes cast and will have no effect on the outcome of the votes on the proposals.

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD CLASS A ORDINARY SHARES AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES IN CONNECTION WITH THE VOTE TO APPROVE THE EXTENSION PROPOSAL, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE CLASS A ORDINARY SHARES IN “STREET NAME” THROUGH A BANK, BROKER OR OTHER NOMINEE, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of shareholders of Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), will be held on    Thursday, January 5,, 2023, at    3:00 p.m.,   Eastern Time,, at     the offices of Greenberg Traurig, LLP,, located at    One Vanderbilt Avenue, New York, NY 10017,, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The Extraordinary General Meeting will be held to consider and vote upon the following proposals:

The above matters are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.

On October 20, 2022, the Company entered into a Business Combination Agreement with, Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (“Prize”) and, for certain

will consummate a pre-closing restructuring pursuant to which, among other things, all subsidiaries of Prize will become direct or indirect subsidiaries of HoldCo, HoldCo will become a wholly owned subsidiary of Merger Sub, and Merger Sub will become a wholly owned subsidiary of Prize (collectively, the “Pre-Closing Restructuring”).

Following the Pre-Closing Restructuring, at the closing of the Business Combination, (i) the Company will be merged with and into New PubCo with New PubCo continuing as the surviving entity (the “First Merger”) and (ii) subsequent to the First Merger, Merger Sub will be merged with and into New PubCo with New PubCo continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”) (such transactions and those otherwise contemplated by the Business Combination Agreement, collectively, the “Proposed Transaction”).

The purpose of the Extension is to allow the Company more time to complete its previously announced business combination (the “Business Combination”) with Prize. If the closing of the Business Combination occurs prior to the scheduled date of the Extraordinary General Meeting, the Extraordinary General Meeting will be cancelled and will not be held.

Approval of the Extension Proposal requires a special resolution under the Companies Act of the Cayman Islands (as amended, the “Companies Act”), being the affirmative vote of at least two-thirds of the Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”) issued and outstanding, voting together as a single class, represented in person or by proxy and entitled to vote thereon and who do so at the Extraordinary General Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the Ordinary Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who do so at the Extraordinary General Meeting.

A shareholder’s failure to vote in person or by proxy at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions, while considered present in connection with the determination of whether a valid quorum is established, will not count as votes cast and will have no effect on the outcome of the votes on the proposals.

In connection with the Extension Proposal, we will provide our public shareholders with the opportunity to redeem all or a portion of their Class A Ordinary 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 tax obligations, if any, divided by the number of our then-outstanding public shares, regardless of how such redeemed shares vote on the Extension Proposal, or if they vote at all, as long as the

value. The Company cannot predict the amount that will remain in the Trust Account if the Extension Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $148,267,950$   that was in the Trust Account as of    November 30, 2022, 2023 (the “record date”).

You will be entitled to receive cash for any public shares to be redeemed only if the Extension Proposal is approved by the requisite vote of our shareholders and you:

(i) (a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares in connection with the vote to approve the Extension Proposal; and

(ii) prior to 5:00 p.m., Eastern Time, on    January 3,, 2023 (two business days prior to the vote at the Extraordinary General Meeting), (a) submit a written request to Continental Stock Transfer & Trust Company (“Continental”), the Company’s transfer agent, that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company as described in the proxy materials for the Extraordinary General Meeting.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their Class A Ordinary Shares even if they vote for the Extension Proposal.

If the Extension is not approved and we do not consummate an initial business combination by JanuaryJuly 18, 2023, we will (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 the Company’s public shares then in issue, which redemption will completely extinguish such 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 Company’s Board, liquidate and dissolve, subject, in the case of clauses (B) and (C), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by JanuaryJuly 18, 2023.

Only shareholders of record of the Company as of the close of business on the record date, are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment or postponement thereof, including, if necessary, pursuant to the Adjournment Proposal. Voting at the general meeting will take place by poll voting, as the chairperson of the meeting intends to demand poll voting at the meeting. Accordingly, each ordinary shareOrdinary Share will entitle

Your vote is important. Even if you are planning to attend the Extraordinary General Meeting in person, please promptly submit your proxy vote via the Internet by following the instructions provided on the proxy card mailed to you or by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Extraordinary General Meeting. It is strongly recommended that you complete and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented at the Extraordinary General Meeting. Instructions on how to vote your shares are on the proxy materials you received for the Extraordinary General Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. If you have any questions or need assistance voting your Ordinary Shares, please contact Morrow Sodali LLC, our proxy solicitor,the Company by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400,+1 (404) 973-7681, or by emailing ROSE.info@investor.morrowsodali.com.info@rosehillacq.com.

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “Board”) for use at the extraordinary general meeting of Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “Rose Hill,” “we,” “us” or “our”), and any postponements, adjournments or continuations thereof (the “Extraordinary General Meeting”). The Extraordinary General Meeting will be held on    January 5,, 2023, at    3:00 p.m. Eastern Time,, at    the offices of Greenberg Traurig, LLP,, located at    One Vanderbilt Avenue, New York, NY 10017,, where you may vote and submit your questions during the Extraordinary General Meeting.

This proxy statement contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements may relate to the Company’s initial business combination and any other statements relating to future results, strategy and plans of the Company (including statements which may be identified by the use of the words “plans”, “expects” or “does not expect”, “estimated”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “targets”, “projects”, “contemplates”, “predicts”, “potential”, “continue”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might”, “will” or “will be taken”, “occur” or “be achieved”).

The forward-looking statements contained in this proxy statement are based on the opinions and estimates of management of the Company as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). These risks and uncertainties include, but are not limited to:

Additional information on these and other factors that may cause actual results and the Company’s performance to differ materially is included in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 20212022 and the Company’s subsequent Quarterly Reports on Form 10-Q, including those factors described under the heading “Risk Factors” therein, in addition to the factors described below. Copies of the Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting the Company. See “Where You Can Find More Information” for additional information about our filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition to risk factors below, you should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on March 31, 2022,2023, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in our SEC filings and below are not the only risks we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

Approving the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that our initial business combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control, including completion of the SEC review process. If the Extension Proposal is approved, the Company expects to seek shareholder approval of our Business Combination with Prize following the SEC review process. As of the date of this proxy statement, the Company cannot estimate when the SEC review process will be completed.

We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve the Business Combination. Even if the Extension or the Business Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension and the Business Combination vote could exacerbate these risks. Furthermore, under the terms of the Business Combination Agreement, while the Company shall use its commercially reasonable efforts to enter into and consummate subscription agreements with investors relating to a private equity investment (the “PIPE Investment”), a PIPE Investment is not a condition to closing the Business Combination and thus there is no assurance that a PIPE Investment will occur. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

The completion of the Business Combination is also subject to the satisfaction or waiver, as applicable, of a number of important conditions set forth in the Business Combination Agreement, including the approval of the Business Combination by our shareholders, the approval of the listing of the combined entity’s ordinary shares on Nasdaq, and several other customary closing conditions. If these conditions are not satisfied or if the Business Combination Agreement is otherwise terminated, we may be unable to close our initial business combination within the requisite time period.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), which include proposals relating to, among other items, disclosures in business combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (“Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. Certain of the procedures that we, a potential business

combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and the time required to consummate a business combination, and may constrain the circumstances under which we could complete a business combination.

Our Sponsor, certain members of our Board and our officers have interests in the proposals that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the proposals. These interests include, among other things, Founder Shares held by the Sponsor and certain of our directors which will be worthless (as the Sponsor and such directors have waived liquidation rights with respect to such shares), as will the private placement warrants held by the Sponsor, if the Extension is not approved, and we do not consummate an initial business combination by JanuaryJuly 18, 2023. As of    , 2023, our Sponsor owns, on an as-converted basis, approximately 95% of our outstanding Ordinary Shares. Our Sponsor has indicated that it expects to vote in favor of the Extension Proposal in which case we would not need any of the 256,984 public shares issued and outstanding to be voted in favor of the Extension Proposal in order to have the Extension Proposal approved.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the proposals described in this proxy statement. You should take these interests into account in deciding whether to vote in favor of such proposals. You should also read the section entitled “Proposal No. 1 — The Extension Proposal — Interests of the Sponsor and the Company’s Directors and Officers.”

The funds in the Trust Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company

stock” is available), which will require adherence to more stringent rules. In addition, if our net tangible assets fallcontinue to be below $5,000,001 and our share price is below $5.00 per share, our shares may be designated as a “penny stock” according to the SEC rules which may reduce the level of trading activity in the secondary trading market for our securities.

Our sponsor, Rose Hill Sponsor LLC, a Delaware limited liability company (the “Sponsor”), is controlled by or has substantial ties with non-U.S. persons. Acquisitions and investments by non-U.S. persons in certain U.S. businesses may be subject to rules or regulations that limit foreign ownership. CFIUS is an interagency committee authorized to review certain transactions involving investments by foreign persons in U.S. businesses that have a nexus to critical technologies, critical infrastructure and/or sensitive personal data in order to determine the effect of such transactions on the national security of the United States. WereOur Sponsor, a Delaware limited liability company, is not a non-U.S. person, is not controlled by a non-U.S. person and does not have any substantial ties with any non-U.S. person. It is managed by its managing member, Mr. Albert Hill IV, a U.S. citizen and resident of the U.S. As the Sponsor’s managing member, Mr. Hill has the sole authority to manage the business and affairs of the Sponsor. Approximately 25% of Sponsor’s equity interests are owned by non-U.S. persons, none of which individually own more than 14% of Sponsor’s equity interests. In addition, Sponsor has no business or operations other than its interest in the Company and has no substantial ties with any non-U.S. persons. Based on this, we do not believe that we or the Sponsor would be considered a “foreign person'' under the rules promulgated by CFIUS or that the proposed Business Combination would be subject to regulatory review by CFIUS. However, were we or our Sponsor considered to be a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions, CFIUS review and/or mandatory filings. For example, CFIUS could decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.

While we do not believe the Business Combination between the Company and Prize is subject to CFIUS review, if the Business CombinationIf our initial business combination falls within the scope of applicable foreign ownership restrictions, we may be unable to consummate the Business Combinationour initial business combination or we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combinationinitial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination. If we were to seek anour initial business combination other than the Business Combination, thecombination. These potential limitations and risks may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully this entire proxy statement, including any annexes hereto.

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the Extraordinary General Meeting to be held on    January 5,, 2023, or at any adjournments or postponement thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Extraordinary General Meeting.

Rose Hill is a blank check company incorporated on March 29, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. On October 18, 2021, Rose Hill consummated its IPO of its units, with each unit consisting of one Class A Ordinary Share and one-half of one redeemable warrant to purchase one Class A Ordinary Share, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 units.

Simultaneously with the closing of the IPO, Rose Hill completed the private sale of (i) an aggregate of 4,950,000 warrants to the Sponsor at a purchase price of $1.25 per warrant (the “Sponsor Private Placement Warrants”), generating gross proceeds to the Company of $6,187,500, (ii) an aggregate of 345,000 warrants to J.V.B. Financial Group, LLC at a purchase price of $1.25 per warrant (the “CCM Private Placement Warrants”), generating gross proceeds to the Company of $431,250 and (iii) an aggregate of 805,000 warrants to Cantor Fitzgerald & Co at a purchase price of $1.25 per warrant (the “UW Private Placement Warrants” and together with the Sponsor Private Placement Warrants and the CCM Private Placement Warrants, the “Private Placement Warrants”), generating gross proceeds to the Company of $1,006,250. The net proceeds from the IPO together with certain of the proceeds from the sale of the Private Placement Warrants, $146,625,000 in the aggregate, were placed in a trust account at J.P. Morgan Chase Bank, N.A. (“Trust Account”) maintained by Continental, acting as trustee.

Our IPO prospectus and amended and restated articles of association provided that we had until January 18, 2023 (the date which was 15 months after the consummation of the IPO) to complete an initial business combination. As stated in the Current Report on Form 8-K filed with the SEC on January 13, 2023, an extraordinary general meeting was held on January 12, 2023 (“Prior Extension Meeting”) where our shareholders approved a proposal to amend our Articles to extend the date by which we must consummate an initial business combination from January 18, 2023, to July 18, 2023. In connection with the Prior Extension Meeting, holders of the Class A ordinary shares were permitted to exercise their right to redeem their shares for a pro rata portion of the Trust Account. Shareholders holding 14,118,106 Class A ordinary shares elected to have their shares redeemed leaving an aggregate of approximately $2.8 million in the Trust Account following the Prior Extension Meeting.

Our Articles currently provides for the return of the IPO proceeds held in the Trust Account to the holders of public shares if we do not complete our initial business combination by JanuaryJuly 18, 2023. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we do not complete our initial business combination by JanuaryJuly 18, 2023, or if the Extension Proposal is approved, the Extended Date.

On October 20, 2022, the Company entered into a Business Combination Agreement with Prize and, for certain limited purposes, AGH, pursuant to which, and subject to the terms and conditions set forth therein, prior to the consummation of the Proposed Transaction (as defined below), (i) Prize will causecaused to be incorporated under the laws of the Cayman Islands, (a) an exempted company with limited liability to serve as “New PubCo” for all purposes under the Business Combination Agreement and (b) an exempted company with limited liability to serve as “Merger Sub” for all purposes under the Business Combination Agreement, (ii) Prize and AGH will causecaused to be incorporated under the laws of Chile, a simplified stock corporation that will serve as “HoldCo” for all purposes under the Business Combination Agreement, in each case, as a direct wholly owned subsidiary of Prize, and (iii) promptly following the incorporation of New PubCo, Merger Sub and HoldCo, Prize and AGH will consummate the Pre-Closing Restructuring pursuant to which, among other things, all subsidiaries of Prize will become direct or indirect subsidiaries of HoldCo, HoldCo will become a wholly owned subsidiary of Merger Sub, and Merger Sub will become a wholly owned subsidiary of Prize.

Following the Pre-Closing Restructuring, at the closing of the Business Combination, (i) the Company will be merged with and into New PubCo with New PubCo continuing as the surviving entity and (ii) subsequent to the First Merger, Merger Sub will be merged with and into New PubCo with New PubCo continuing as the surviving entity.

The purpose of the Extension is to allow the Company more time to complete its previously announced Business Combination with Prize. If the closing of the Business Combination occurs prior to the scheduled date of the Extraordinary General Meeting, the Extraordinary General Meeting will be cancelled and will not be held.

While the Company and the other parties to the Business Combination Agreement are working toward satisfaction of the conditions to completion of the Business Combination, the Board has determined we will likely not have sufficient time before JanuaryJuly 18, 2023, to complete the SEC review process and hold an extraordinary

proxies will be voted at the Extraordinary General Meeting in accordance with the instructions of the shareholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of

Liquidation of the Trust Account is a fundamental obligation of the Company to the public shareholders and the Company is not proposing and will not propose to change that obligation to the public shareholders. If holders of

The Sponsor currently owns 5,031,2504,000,000 Class A Ordinary Shares and 1,031,250 Class B Ordinary Shares of the Company. Albert G.In addition to Mr. Hill, IV, the Managing Member of the Sponsor and the Company’s Co-Chief Financial Officer, and Marco Simental, the Company’s Co-Chief Executive Officer along with Katia Bouazza, Pedro Molina, and Juan Manuel Fernandez, who are members of the Company’s Board, are U.S. persons. Felipe Canales, the Company’s Co-Chief Executive Officer, Juan Jose Rosas, the Company’s Co-Chief Financial Officer, Jose Mujica, the Company’s Chief Strategy Officer as well theMario Fleck, Felipe Morris and Cristian Moreno, who are members of the Company’s Board, are not U.SU.S. persons.

TheBased on the above facts and relationships, the Company does not believe that any ofit or the above facts or relationshipsSponsor would subjectbe considered a “foreign person” under the proposed Business Combination to regulatory review, including reviewrules promulgated by the Committee on Foreign Investment in the United States (CFIUS).

The time required for CFIUS to conduct its review and any remedy imposed by CFIUS could prevent the Company from completing its initial business combination and require the Company to liquidate. In that case, investors would be entitled to redemption of 100% of 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 tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the Company’s then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any). Moreover, investors wouldif we liquidate, our public shareholders may only receive their pro rata share of amounts held in the Trust Account, and our warrants will expire worthless. This will also cause you to lose theany potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined companies, and the warrants would expire worthless.company.

Approval of both the Extension Proposal and the Clarification Proposal requires a special resolution under the Companies Act, being the affirmative vote of the holders of at least two-thirds of the Ordinary Shares issued and outstanding, voting together as a single class, represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the Extraordinary General Meeting. Assuming the Initial Shareholders allAs of    , 2023, our Sponsor owns, on an as-converted basis, approximately 95% of our outstanding ordinary shares. Our Sponsor has indicated that it expects to vote in favor of the Extension Proposal in which case we would not need any of the 256,984 public shares issued and the Clarification Proposaloutstanding (assuming all issued and all outstanding shares are represented in personvoted or by proxy at the Extraordinary General Meeting,assuming only the affirmative voteminimum number of 7,721,789 additional public shares or approximately 40%, is requiredrepresenting a quorum are voted) to approve these proposals.be voted in favor of the Extension Proposal in order to have the Extension Proposal approved.

Approval of the Adjournment Proposal requires an ordinary resolution under the Cayman Islands law, being the affirmative vote of a majority of the Ordinary Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the Extraordinary General Meeting.

If you do not want any of the proposals to be approved, you must abstain, not vote or vote against such proposal. A shareholder’s failure to vote by proxy or in person at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions, while considered present in connection with the determination of whether a valid quorum is established, will not count as votes cast and will have no effect on the outcome of the votes on the proposals.

If the Extension Proposal is not approved and we do not consummate an initial business combination by JanuaryJuly 18, 2023, we will (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 such 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 Company’s directors, liquidate and dissolve, subject in the case of clauses (B) and (C), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by JanuaryJuly 18, 2023.

The Sponsor and the Company’s directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Class A Ordinary Shares or Class B Ordinary Shares held by it or them, as applicable, if the Company fails to complete an initial business combination by JanuaryJuly 18, 2023, or if the Extension Proposal is approved, the Extended Date, although they will be entitled to liquidating distributions from the Trust Account with respect to any Class A Ordinary Shares they hold if the Company fails to complete its initial business combination by such date. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by JanuaryJuly 18, 2023, or if the Extension Proposal is approved, the Extended Date. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.

The Company is continuing its efforts to complete its initial business combination, which will involve satisfying the closing conditions to the Business Combination Agreement, including, without limitation, any filings required pursuant to antitrust laws, and the expiration of the required waiting periods thereunder, and holding an extraordinary general meeting to consider and approve the Business Combination and related proposals.

The Company is seeking approval of the Extension Proposal because the Company may not be able to complete all of the tasks listed above, and others that may be required to consummate the Business Combination, prior to JanuaryJuly 18, 2023. If the Extension Proposal is approved, the Company expects to seek shareholder approval of the Business Combination. If shareholders approve the Business Combination, the Company expects to consummate the Business Combination as soon as possible following shareholder approval and satisfaction of the other conditions to the consummation of the Business Combination.

Upon approval of the Extension Proposal by the holders of at least two-thirds of the Ordinary Shares represented in person or by proxy and entitled to vote thereon and who do so at the Extraordinary General Meeting, the Company will file an amendment to the Articles with the Cayman Islands Registrar of Companies (the “Cayman Registrar”) in the form attached as Annex A hereto. The Company will remain a reporting company under the Exchange Act, and its units, Class A Ordinary Shares and public warrants will remain publicly traded.

If the Extension Proposal is approved, any removal of any Withdrawal Amount)Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of Ordinary Shares held by the Sponsor through the Founder Shares (as defined below). We may proceed with the Extension regardless of whether redemptions of public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension. Although our previous intent was not to redeem public shares if it would cause us to have less than $5,000,001 of net tangible assets, given that we believe that after consummation of the Business Combination the combined company will have at least $5,000,001 of net tangible assets, we may decide to proceed with the Extension even if it would result in us having less than $5,000,001 of net tangible assets.assets following the approval of the Extension Proposal.

We will announce preliminary voting results at the Extraordinary General Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the

Extraordinary General Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Extraordinary General Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.

If you are a holder of record of Ordinary Shares on    November 30, 2022,, 2023, the record date for the Extraordinary General Meeting, you may vote in person at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy vote via the Internet by following the instructions provided on the proxy card mailed to you or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Shareholders may revoke their proxy by delivering a later-dated proxy (either in writing, by telephone or over the Internet), provided that the new proxy card is received by Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor New York, NY 10004-1561, prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on    January 5,, 2023). Shareholders also may revoke their proxy by attending and voting at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes for each of the proposals. A shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions, while considered present in connection with the determination of whether a valid quorum is established, will not count as votes cast and will have no effect on the outcome of the votes on the proposals.

If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. We believe that each of the proposals are “non-discretionary”“non- discretionary” items.

Your broker can vote your shares with respect to “non-discretionary” items only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votes with respect to all proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.

A quorum is the minimum number of shares required to be present at the Extraordinary General Meeting for the Extraordinary General Meeting to be properly held under our Articles and the Companies Act. The presence, in person or by proxy, of one or more persons holding at least a majority in par value of the issued Ordinary Shares which confer the right to attend and vote at the Extraordinary General Meeting constitutes a quorum.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe that each of the proposals is a “non-discretionary” matter.

Holders of our Ordinary Shares as of the close of business on    November 30, 2022, 2023 the record date, are entitled to vote at the Extraordinary General Meeting. As of the record date, there were 19,129,5585,288,234 Ordinary Shares issued and outstanding, consisting of 14,098,308256,984 Class A Ordinary Shares issued during our IPO, 4,000,000 Class A Ordinary Shares held by the Sponsor and 5,031,2501,031,250 Class B Ordinary Shares (sometimes(together with the Class A Ordinary Shares held by the Sponsor, which are sometimes referred to as the “Founder Shares”). Voting at the general meeting will take place by poll voting, as the chairperson of the meeting intends to demand poll voting at the meeting. Accordingly, in deciding all matters at the Extraordinary General Meeting, each shareholder will be entitled to one vote for each share held by them on the record date. Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. The Initial Shareholders collectively own all of our issued and outstanding Founder Shares, constituting approximately 26.3%95% of our issued and outstanding Ordinary Shares.

Registered Shareholders. If our shares are registered directly in your name with our transfer agent, Continental, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Extraordinary General Meeting.

Street Name Shareholders. If our shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and your broker or nominee is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial owner is not the shareholder of record, you may not vote your Ordinary Shares at the Extraordinary General Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy, we refer to shareholders who hold their shares through a broker, bank or other nominee as “street name shareholders.”

Yes. After careful consideration of the terms and conditions of these proposals, the Board has determined that each of the proposals are in the best interests of the Company and its shareholders. The Board recommends that the Company’s shareholders vote “FOR” each of the proposals.

The Company’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of Founder Shares and of private placement warrants that may become exercisable in the future. See the section entitled “Proposal No. 1 — The Extension Proposal — Interests of the Sponsor and the Company’s Directors and Officers.”

Neither the Companies Act nor our Articles provide for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals to be voted upon at the Extraordinary General Meeting. Accordingly, our shareholders will have no right to dissent and obtain payment for their shares.

If the Extension is not approved and we do not consummate an initial business combination by JanuaryJuly 18, 2023, we will (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 such 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 Company’s directors, liquidate and dissolve, subject, in the case of clauses (B) and (C), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by JanuaryJuly 18, 2023.

If the Extension is approved, the Company will continue to attempt to consummate an initial business combination until the Extended Date and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms.

Other than the extension until the Extended Date as described in this proxy statement, we do not anticipate seeking any further extensions to consummate an initial business combination.

You will be entitled to receive cash for any public shares to be redeemed only if the Extension Proposal is approved by the requisite vote of our shareholders and you:

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their Class A Ordinary Shares even if they vote for the Extension Proposal.

Based upon the amount held in the Trust Account as of    November 30, 2022,, 2023, which was $148,267,950,$   ,     and estimated interest income and taxes post-November 30, 2022,post-   , 2023, the Company estimates that the per-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $10.55$    at    the time of the Extraordinary General Meeting to be held on    January 5,, 2023. The closing price of a Class A Ordinary Share on    November 30, 2022,, 2023, was $10.24.$   . The Company cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our Class A Ordinary Shares when such shareholders wish to sell their shares. Without giving effect to any requests for redemption in connection with the Extraordinary General Meeting to be held on    January 5,, 2023, the amount expected to be held in the Trust Account on    January 5,, 2023, the date of the Extraordinary General Meeting, is $148,794,950.$   .

combined company will have at least $5,000,001 of net tangible assets, we may decide towill proceed with the Extension even if it would result in us havingthough we will continue to have less than $5,000,001 of net tangible assets.assets following the approval of the Extension Proposal.

Yes. Assuming you are a shareholder as of the record date for voting on a proposed initial business combination, you will be able to vote on a proposed initial business combination such as the Business Combination when it is submitted to shareholders. If you disagree with an initial business combination, such as the Business Combination, you will retain your right to redeem your public shares upon consummation of such initial business combination, subject to any limitations set forth in our Articles.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Our Board is soliciting proxies for use at the Extraordinary General Meeting. Prize will be responsible for and pay all costs associated with this solicitation. We have engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Extraordinary General Meeting. The fee payable to Morrow Sodali is $30,000, plus disbursements and will reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify against certain losses, damages, expenses, liabilities or claims. Banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares will be reimbursed for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

If you have questions about the Extraordinary General Meeting or the proposals to be presented thereat, if you need additional copies of the proxy statement or the enclosed proxy card, or if you would like copies of any of the Company’s filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2021,2022, and our subsequent Quarterly Reports on Form 10-Q, you should contact:

For more information regarding the Business Combination and the Business Combination Agreement, please read the Company’s Current Report on Form 8-K relating to the Business Combination Agreement, filed with the

The Extraordinary General Meeting will be held on    Thursday, January 5,, 2023, at    3:00 p.m.,     Eastern Time at    the offices of Greenberg Traurig, LLP,, located at    One Vanderbilt Avenue, New York, NY 10017,, where you may vote and submit your questions during the Extraordinary General Meeting.

Only shareholders of record of the Company as of the close of business on    November 30, 2022, 2023 are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment or postponement thereof. Voting at the general meeting will take place by poll voting, as the chairperson of the meeting intends to demand poll at the meeting. Accordingly, each ordinary share will entitle the holder thereof (as of the record date) to one vote at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 19,129,5585,288,234 Ordinary Shares issued and outstanding, including 14,098,308256,984 Class A Ordinary Shares (thatthat were initially sold as part of the IPO)IPO, 4,000,000 Class A Ordinary Shares held by the Sponsor and 5,031,2501,031,250 Class B Ordinary Shares. The Company’s warrants do not have voting rights in connection with the proposals.

A quorum is the minimum number of shares required to be present at the Extraordinary General Meeting for the Extraordinary General Meeting to be properly held under our Articles and the Companies Act. The presence, in person or by proxy, of one or more persons holding at least a majority in par value of the issued Ordinary Shares which confer the right to attend and vote at the Extraordinary General Meeting constitutes a quorum.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of

Extraordinary General Meeting. Assuming the Initial Shareholders allAs of    , 2023, our Sponsor owns, on an as-converted basis, approximately 95% of our outstanding ordinary shares. Our Sponsor has indicated that it expects to vote in favor of the Extension Proposal in which case we would not need any of the 256,984 public shares issued and the Clarification Proposaloutstanding (assuming all issued and all outstanding shares are represented in personvoted or by proxy at the Extraordinary General Meeting,assuming only the affirmative voteminimum number of 7,721,789 additional public shares or approximately 40%, is requiredrepresenting a quorum are voted) to approve these proposals.be voted in favor of the Extension Proposal in order to have the Extension Proposal approved.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the Ordinary Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the Extraordinary General Meeting.

If you do not want any of the proposals to be approved, you must abstain, not vote or vote against such proposal. A shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions, while considered present in connection with the determination of whether a valid quorum is established, will not count as votes cast and will have no effect on the outcome of the votes on the proposals.

Our Board is asking for your proxy. Giving our Board your proxy means you authorize it to vote your shares at the Extraordinary General Meeting in the manner you direct. You may vote for or withhold your vote for the proposal or you may abstain from voting. All valid proxies received prior to the Extraordinary General Meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” each of the proposals and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Extraordinary General Meeting. Voting at the general meeting will take place by poll voting, as the chairperson of the meeting intends to demand poll voting at the meeting. Accordingly, each ordinary share will entitle the holder thereof (as of the record date) to one vote at the Extraordinary General Meeting.

You can vote your shares at the Extraordinary General Meeting in person or before the Extraordinary General Meeting via the Internet by following the instructions provided on the proxy card mailed to you or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe each of the proposals constitutes a “non-discretionary” matter.

Shareholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow Sodali,the Company at (800) 662-5200+1 (404) 973-7681 or by sending a letter to Morrow Sodali 333 Ludlow St., 5th Floor, South Tower Stamford, CT 06902,the Company at 981 Davis Dr. NW, Atlanta, Georgia 30327, or by emailing ROSE.info@investor.morrowsodali.com.info@rosehillacq.com.

Shareholders may revoke their proxy by delivering a later-dated proxy (either in writing, by telephone or over the Internet), provided that the new proxy card is received by Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor New York, NY 10004-1561, prior to the vote at the Extraordinary General Meeting

submit your proxy vote via the Internet by following the instructions provided on the proxy card mailed to you or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

The Company is soliciting proxies for use at the Extraordinary General Meeting. Prize will be responsible for and pay all costs associated with this solicitation. We have engaged Morrow Sodali to assist in the solicitation of proxies for the Extraordinary General Meeting. The fee payable to Morrow Sodali is $30,000, plus disbursements and will reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify against certain losses, damages, expenses, liabilities or claims. Banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares will be reimbursed for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. You may contact Morrow Sodalithe Company at:

Some banks and brokers have customers who beneficially own Ordinary Shares listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding Ordinary Shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

Neither the Companies Act nor our Articles provides for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals to be voted upon at the Extraordinary General Meeting. Accordingly, our shareholders will have no right to dissent and obtain payment for their shares.

In accordance with our Articles, notice specifying the general nature of any special business to be conducted at a general meeting must be given in the notice convening that meeting. All business carried out at an extraordinary general meeting will be deemed special.

The Board does not know of any other matters to be presented at the Extraordinary General Meeting. If any additional matters are properly presented at the Extraordinary General Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.

On October 18, 2021, Rose Hill consummated its IPO of its units, with each unit consisting of one Class A Ordinary Share and one-half of one redeemable warrant to purchase one Class A Ordinary Share, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 units.

Simultaneously with the closing of the IPO, Rose Hill completed the private sale of (i) an aggregate of 4,950,000 Sponsor Private Placement Warrants generating gross proceeds to the Company of $6,187,500, (ii) an aggregate of 345,000 CCM Private Placement Warrants generating gross proceeds to the Company of $431,250 and (iii) an aggregate of 805,000 UW Private Placement Warrants generating gross proceeds to the Company of $1,006,250. The net proceeds from the IPO together with certain of the proceeds from the sale of the Private Placement Warrants, $146,625,000 in the aggregate, was placed in the Trust Account maintained by Continental, acting as trustee.

Our IPO prospectus and amended and restated articles of association provided that we had until January 18, 2023 (the date which was 15 months after the consummation of the IPO) to complete an initial business combination. As stated in the Current Report on Form 8-K filed with the SEC on January 13, 2023, the Prior Extension Meeting was held where our shareholders approved a proposal to amend our amended and restated articles of association to extend the date by which we must consummate an initial business combination from January 18, 2023, to July 18, 2023. In connection with the Prior Extension Meeting, holders of the Class A ordinary shares were permitted to exercise their right to redeem their shares for a pro rata portion of the Trust Account. Shareholders holding 14,118,106 Class A ordinary shares elected to have their shares redeemed leaving an aggregate of approximately $2.8 million in the Trust Account following the Prior Extension Meeting.

Our Articles currently provides that we have until JanuaryJuly 18, 2023, to complete an initial business combination. While the Company and the other parties to the Business Combination Agreement are working toward satisfaction of the conditions to completion of the Business Combination, the Board has determined that we will likely not have sufficient time before JanuaryJuly 18, 2023, to complete the SEC review process and hold an extraordinary general meeting to obtain shareholder approval of and consummate the Business Combination. If that were to occur, the Company would be precluded from completing the Business Combination and would be forced to liquidate even if the Company’s shareholders are otherwise in favor of consummating the Business Combination. Instead, the closing of the Business Combination is expected to take place as soon as practicable after such meeting, which is expected to be held sometime before the Extended Date, subject to the satisfaction or waiver of the closing conditions in the Business Combination Agreement. Accordingly, the Board believes that in order to be able to complete the Business Combination, it is appropriate to obtain the Extension.

We are proposing to amend the Articles by special resolution, pursuant to an amendment to the Articles in the form set forth in Annex A hereto under the heading “Extension Proposal” to extend the date by which the Company must (1) consummate its initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares if it fails to complete such initial business combination, from JanuaryJuly 18, 2023 to JulyJanuary 18, 2023.2024.

On October 20, 2022, the Company entered into a Business Combination Agreement, pursuant to which, prior to the consummation of the Proposed Transaction, Prize and AGH will cause the Pre-Closing Restructuring. Following the Pre-Closing Restructuring, (i) the Company will be merged with and into New PubCo, with New PubCo continuing as the surviving entity and (ii) subsequent to the First Merger, Merger Sub will be merged with and into New PubCo, with New PubCo continuing as the surviving entity.

While the Company and the other parties to the Business Combination Agreement are working toward satisfaction of the conditions to completion of the Business Combination, the Board has determined that there will likely not be sufficient time before JanuaryJuly 18, 2023, to complete the SEC review process and hold an extraordinary general meeting to obtain shareholder approval of and consummate the Business Combination. If that were to occur, the Company would be precluded from completing the Business Combination and would be forced to liquidate even

if the Company’s shareholders are otherwise in favor of consummating the Business Combination. Subject to the satisfaction or waiver of the closing conditions in the Business Combination Agreement, the closing of the Business Combination is expected to take place as soon as practicable after the shareholder meeting relating to the approval of the Business Combination, which is expected to be held sometime before the Extended Date. Accordingly, the Board believes that in order to be able to complete the Business Combination, it is appropriate to obtain the Extension. The Board believes that the initial business combination opportunity with Prize is compelling and in the best interests of our shareholders. Therefore, the Board has determined that it is in the best interests of the Company and our shareholders to extend the date by which the Company must complete an initial business combination to the Extended Date and have the Company’s shareholders approve the Extension Proposal.

Our Articles currently provides that if we do not consummate an initial business combination by JanuaryJuly 18, 2023, we will (A) cease all operations except for the purpose of winding up; (B) as promptly as

we or our Sponsor considered to be a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry, or which may affect national security could be subject to such foreign ownership restrictions, CFIUS review and/or mandatory filings. For example, CFIUS could decide to block or delay our proposed initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or request the President of the United States to order us to divest all or a portion of thea U.S. target business of our initial business combination thatthe combined company if we acquiredhad proceeded without first obtaining CFIUS approval. clearance.

The time required for CFIUS to conduct its review and any remedy imposed by CFIUS could prevent the Company from completing its initial business combination and require the Company to liquidate. In that case, investors would be entitled to redemption of 100% of 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 tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the Company’s then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any). Moreover, investors wouldif we liquidate, our public shareholders may only receive their pro rata share of amounts held in the Trust Account, and our warrants will expire worthless. This will also cause you to lose theany potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined companies, and the warrants would expire worthless.company.

If the Extension Proposal is not approved and we do not consummate an initial business combination by JanuaryJuly 18, 2023, we will (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,

If the Extension Proposal is approved by the requisite vote of our shareholders, and the Extension is implemented, the amount held in the Trust Account will be reduced by the Withdrawal Amount. The Company cannot predict the amount that will remain in the Trust Account if the Extension is approved, and the amount remaining in the Trust Account may be significantly less than the approximately $148,267,950$    that was in the Trust Account as of the record date. Without giving effect to any requests for redemption in connection with the Extraordinary General Meeting to be held on    January 5,, 2023, the amount expected to be held in the Trust Account on    January 5,,    2023, the date of the Extraordinary General Meeting, is $148,794,950.$   . The Company may need to obtain additional funds to complete its initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. Although our previous intent was not to redeem public shares if it would cause us to have less than $5,000,001 of net tangible assets givenfollowing approval of the Extension. Given that we believe that after consummation of the Business Combination, the combined company will have at least $5,000,001 of net tangible assets, we may stillwill proceed with the Extension even if it would result in us havingthough we will continue to have less than $5,000,001 of net tangible assets until the Business Combination is consummated.

In connection with the approval of the Extension, each public shareholder may seek to redeem his, her or its public shares. Holders of public shares who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection with any shareholder vote to approve a proposed initial business combination, or if the Company has not consummated an initial business combination by the Extended Date.

the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension will not be redeemed for cash held in the Trust Account. In the event that a public shareholder tenders its shares and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension will not be approved. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption price for such shares soon after the completion of the Extension. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.

If properly demanded, the Company will redeem each public share 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 tax obligations, if any (less up to $100,000 of interest to pay

This discussion is based on the Internal Revenue Code of 1986 (the “Code”), proposed, temporary and final Treasury Regulations promulgated under the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect

tax consequences to such holder will depend on whether the redemption qualifies as a sale of such shares redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code.

If the redemption qualifies as a sale of Class A Ordinary Shares, a U.S. Holder will be treated as described below under the section entitled “— U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares.” If the redemption does not qualify as a sale of Class A Ordinary Shares, a U.S. Holder will be treated as receiving a distribution with the tax consequences described below under the section entitled “— U.S. Holders — Taxation of Distributions.”

The redemption of Class A Ordinary Shares will generally qualify as a sale of the Class A Ordinary Shares that are redeemed if such redemption (i) is “substantially disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s interest or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are explained more fully below.

For purposes of such tests, a U.S. Holder takes into account not only ordinary shares actually owned by such U.S. Holder, but also ordinary shares that are constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to ordinary shares owned directly, ordinary shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any ordinary shares such U.S. Holder has a right to acquire by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of the warrants.

certain other requirements are met. U.S. Holders should consult their tax advisors regarding the availability of the lower rate for any dividends paid with respect to Class A Ordinary Shares.

Distributions in excess of current and accumulated earnings and profits will generally constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our Class A Ordinary Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the Class A Ordinary Shares and will be treated as described below under the section entitled “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares.” However, we do not currently maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders should therefore assume that any amounts treated as a distribution as a result of a redemption of Class A Ordinary Shares will be reported as dividend income.

Subject to the PFIC rules discussed below under “— PFIC Considerations,” if the redemption of a U.S. Holder’s Class A Ordinary Shares is treated as a sale or other taxable disposition, as discussed above, a U.S. Holder will generally recognize capital gain or loss in an amount equal to the difference between (i) the amount realized and (ii) the U.S. Holder’s adjusted tax basis in the Class A Ordinary Shares redeemed.

Under tax law currently in effect, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced rate of tax. Capital gain or loss will constitute long-term

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder and the U.S. Holder did not make a timely and effective “qualified election fund” (“QEF”) election for our first taxable year as a PFIC in which the U.S. Holder held Class A Ordinary Shares, a QEF election along with a purging election, or a “mark-to-market” election, then such holder will generally be subject to special rules (the “Default PFIC Regime”) with respect to:

In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election, but there is no assurance that we will timely provide such required information. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.

If a U.S. Holder has made a QEF election with respect to its Class A Ordinary Shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or as a result of a purging election, as described above), any gain recognized on the sale of the Class A Ordinary Shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, U.S. Holders of a QEF are currently taxed on their pro rata

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. U.S. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances.

Approval of the Extension Proposal requires a special resolution under the Companies Act, being the affirmative vote of the holders of at least two-thirds of the Ordinary Shares issued and outstanding, voting together as a single class, represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the

The purpose of such share purchases and other transactions would be to increase the likelihood of (i) otherwise limiting the number of public shares electing to redeem and (ii) the Company’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001.

If such transactions are effected, the consequence could be to cause the Extension to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, shares purchased by the persons described above would not be permitted to be voted for the Extension at the Extraordinary General Meeting and could decrease the chances that the Extension would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The following table sets forth information available to us as of    November 30, 2022,, 2023, with respect to our Ordinary Shares held by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or will become exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.

In the table below, percentage ownership is based on 19,129,5585,288,234 Ordinary Shares outstanding as of    November 30, 2022,, 2023, including 14,098,3084,256,984 Class A Ordinary Shares and 5,031,2501,031,250 Class B Ordinary Shares. Voting power represents the combined voting power of Ordinary Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Ordinary Shares vote together as a single class. The table below does not include any Ordinary Shares underlying our outstanding warrants because such securities are not exercisable within 60 days of    November 30, 2022., 2023.

When you consider the recommendation of our Board, you should keep in mind that the Sponsor and the Company’s officers and directors have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:

If the Extension Proposal is approved and the Extension is implemented, the Company intends to hold an extraordinary general meeting of shareholders for the purpose of approving its initial business combination and related transactions. Accordingly, the Company’s next annual general meeting of shareholders would be held at a future date to be determined by the post business-combination company. The Company expects that it would notify shareholders of the deadline for submitting a proposal for inclusion in the proxy statement for its next annual general meeting following the completion of an initial business combination. For any proposal to be considered for inclusion in the Company’s proxy statement and form of proxy for submission to shareholders at the Company’s 2023 annual general meeting of shareholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and the Articles. The Company anticipates that the 2023 annual general meeting will be held no later than     July 31,, 2023. Assuming the 2023 annual general meeting is held on or before such date, such proposals must be received by the Company at its executive offices a reasonable time before the Company begins to print and send its proxy materials for the 2023 annual general meeting.

If the Extension Proposal is not approved and the Company does not consummate an initial business combination by JanuaryJuly 18, 2023, then the Company will cease all operations except for the purpose of winding up and there will be no 2023 annual general meeting.

For shareholders receiving printed proxy materials, unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:

We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this proxy statement, over the Internet at the SEC’s website at www.sec.gov. Those filings are also available free of charge to the public on, or accessible through, the Company’s corporate website under the heading “Investor Info” at https://rosehillacq.com/investors/. The Company’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement.

If you would like additional copies of this proxy statement or if you have questions about the Business Combination or the proposals to be presented at the Extraordinary General Meeting, you should contact the Company at the following address and telephone number: