| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
References in this Quarterly Report to “we,” “us” or the “Company” refer to Rose Hill Acquisition Corporation References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refers to Rose Hill Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” including statements relating to our financial position, business strategy and the plans and objectives of management for future operations; our ability to complete an Initial Business Combination, including the Business Combination with Prize; our expectations regarding the Business Combination with Prize, including the expected benefits of the business combination and future value creation; our expectations regarding the cost of pursuing an Initial Business Combination; our public securities’ potential liquidity and trading; our use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance; our ability to continue our listing on Nasdaq; our future liquidity and capital requirements; our ability to continue as a going concern; our ability to obtain additional financing to complete our Initial Business Combination; our expectations regarding future issuances of ordinary shares in connection with an Initial Business Combination; our expectations around the performance of a prospective target business or businesses; our ability to select an appropriate target business or businesses; and our expectations and estimates regarding certain tax and accounting matters, including the impact on our financial statements are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed on March 31, 2023 with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
Company was incorporated on March 29, 2021, as a Cayman Islands exempted company. The Company was formed for the purpose of entering into an Initial Business Combination with one or more businesses.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an Initial Business Combination will be successful.
Business Combination with Prize
Business Combination Agreement
On October 20, 2022, we 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 Business Combination, (i) Prize caused to be incorporated under the laws of the Cayman Islands, (a) an exempted company with limited liability to serve as “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 caused 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) 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 PubCo with PubCo continuing as the surviving entity of the First Merger and (ii) subsequent to the First Merger, Merger Sub will be merged with and into PubCo with PubCo continuing as the surviving entity of the Second Merger.
The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the Business Combination, are summarized below. Capitalized terms used in this Quarterly Report but not otherwise defined herein have the meanings given to them in the Business Combination Agreement, which is included as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 31, 2023.
On July 17, 2023, Rose Hill, Prize and AGH, entered into the Amendment, pursuant to which the parties amended the Business Combination Agreement to (i) clarify the amount of shares to be issued by Merger Sub to Prize in connection with the Pre-Closing Restructuring, (ii) permit Prize and AGH to solicit, initiate, enter into or continue discussions, negotiations or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any Person, concerning any merger, consolidation, sale of ownership interests and/or substantial portion of the assets, recapitalization or similar transaction of, by or involving Prize, HoldCo, PubCo or Merger Sub and terminate the Business Combination Agreement to enter into a definitive agreement with respect to any such transaction, in each case, until such time as Rose Hill, Prize and applicable investors agree in writing to the key economic terms of subscription agreements with respect to PIPE investments that, if consummated, would result in the receipt of proceeds of at least $50.0 million in the aggregate to PubCo in connection with the Closing, and (iii) extend the date by which either Rose Hill, Prize or AGH can terminate the Business Combination Agreement, if the transactions contemplated thereby have not been consummated by such date, from July 18, 2023 to October 18, 2023.
Consideration
In accordance with the terms and subject to the conditions of the Business Combination Agreement, by virtue of the First Merger, (i) each Rose Hill ordinary share that is issued and outstanding immediately prior to the First Merger will be converted into one validly issued, fully paid and non-assessable PubCo ordinary share, and (ii) all outstanding warrants to purchase ordinary shares of Rose Hill will be converted into warrants to purchase the same number of PubCo ordinary shares and all rights with respect to Rose Hill ordinary shares under such Rose Hill warrants will be converted into rights with respect to the applicable PubCo ordinary shares.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, by virtue of the Second Merger, each Merger Sub ordinary share that is issued and outstanding immediately prior to the Second Merger will be converted into a number of PubCo ordinary shares equal to the quotient of (i) the Equity Value, divided by (ii) the number of Merger Sub ordinary shares that are issued and outstanding immediately prior to the Second Merger, divided by (iii) $10.00. The “Equity Value” under the Business Combination Agreement is an amount equal to (i) $328,000,000, minus (ii) the lesser of (a) the Specified Transaction Expenses of Prize and the Company (other than those expenses incurred in respect of obtaining an equity line of credit or similar financing arrangement to be in place and available to PubCo as of the Closing of the Business Combination) and (b) $10,000,000.
In the event that the Specified Transaction Expenses exceed $10,000,000, then the number of PubCo ordinary shares otherwise issuable to the Sponsor under the Business Combination Agreement will be decreased by a number of shares equal to the amount of such excess divided by $10.00.
Earn-Out Shares
If, at any time following the Closing, the VWAP of PubCo ordinary shares is greater than or equal to (a) $18.00, (b) $22.00, (c) $26.00, or (d) $30.00 in each case, over any thirty (30) days on which the PubCo ordinary shares are tradeable on Nasdaq within any consecutive forty-five (45) Trading Day period, then PubCo will issue 2,948,800 Earn-Out Shares to Prize after the occurrence of each such consecutive forty-five (45) Trading Day period. For the avoidance of doubt, Prize may be entitled to receive a maximum of 11,795,200 Earn-Out Shares in the aggregate in respect of the occurrence of all four Earn-Out Events.
Registration Rights and Lock-up Agreement
In connection with the Closing of the Business Combination Agreement, PubCo, the Sponsor, Prize and certain other parties thereto will enter the Registration Rights and Lock-Up Agreement, which, among other things, (i) effective as of the Closing, terminates and replaces the current registration rights agreement, dated as of October 13, 2021, by and among Rose Hill, the Sponsor and the other parties thereto, (ii) provides that PubCo will be obligated to file a registration statement to register the resale of certain PubCo ordinary shares held by Sponsor, Prize and certain other parties thereto, at the consummation of the business combination, (iii) provides certain parties thereto including Prize, certain demand and piggyback registration rights, and (iv) provides for certain restrictions on transfer relating to PubCo ordinary shares and warrants to purchase PubCo ordinary shares held by Sponsor, Prize and certain parties thereto.
Company Support Agreement
In connection with the execution of the Business Combination Agreement, Rose Hill, Prize and AGH have entered into the Company Support Agreement pursuant to which, among other things, AGH has agreed to (a) vote his Merger Sub ordinary shares in favor of the approval and adoption of the Business Combination Agreement and the Business Combination and (b) certain transfer restrictions with respect to his Merger Sub ordinary shares and shares of Prize.
Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement pursuant to which the Sponsor has agreed, among other things, to (i) certain restrictions on transfer relating to its ordinary shares of Rose Hill prior to the Closing as set forth therein, (ii) not redeem any of its shares of Rose Hill in connection with the vote to approve the Business Combination or any proposal to extend the date by which Rose Hill must complete an Initial Business Combination, (iii) vote in favor of the Mergers and the other transactions and against any alternative transaction, (iv) waive certain anti-dilution provisions contained in Rose Hill’s Articles in connection with the Mergers and (v) subject a certain number of its Class B ordinary shares of Rose Hill to vesting.
Sponsor Support Agreement Amendment
On July 31, 2023, Rose Hill, the Sponsor, Prize and Prize SuperFoods (“PubCo”), entered into Amendment No. 1 to the Sponsor Support Agreement (the “Amendment”), pursuant to which the parties amended the Sponsor Support Agreement to reflect the parties mutual agreement at the time the Business Combination Agreement, dated as of October 19, 2022, by and among Rose Hill, GHC and, for certain limited purposes, Alejandro García-Huidobro Empresario, an individual (the “Business Combination Agreement”), was executed that the Sponsor will forfeit 3,631,250 Rose Hill ordinary shares immediately prior to the transactions contemplated by the Business Combination Agreement such that the Sponsor will own 1,400,000 Rose Hill ordinary shares immediately following the forfeiture, 700,000 of which are subject to vesting conditions, as described in the Sponsor Support Agreement.
Standby Equity Purchase Agreement
In connection with the execution of the Business Combination Agreement and for purposes of obtaining equity financing on behalf of PubCo at Closing, Prize entered into a standby equity purchase agreement the Investor, pursuant to which, among other things, at the Closing, PubCo will have the right (but not the obligation) to sell to the Investor, and the Investor will purchase from PubCo, up to $150,000,000 of PubCo ordinary shares at a purchase price of 97% of the Market Price (as defined therein) of the PubCo ordinary shares, subject to the terms and conditions set forth therein.
For additional information regarding the Business Combination and the transactions contemplated thereby, see the Current Report on Form 8-K filed with the SEC on October 25, 2022.
Other than as specifically discussed, this Quarterly Report does not assume the closing of the Business Combination.
Notice of Delisting
On January 24, 2023, the Company received the Notice from the Staff of Nasdaq indicating that the Company was not in compliance with certain requirements of the Nasdaq Listing Rules. On March 24, 2023, Nasdaq granted the Company an extension until July 24, 2023, by which time the Company must file with the SEC and Nasdaq a public document showing that it has regained compliance with the Nasdaq Listing Rules. If the Company is unable to regain compliance with the Nasdaq Listing Rules by July 24, 2023, it may be subject to delisting procedures as set forth in the Nasdaq continued listing rules.
The Company cannot assure you that it will be successful in regaining compliance with the Nasdaq continued listing requirements and that its securities will continue to be listed on Nasdaq in the future or prior to the Company’s Initial Business Combination. In order to continue listing the Company’s securities on the Nasdaq prior to its Initial Business Combination, the Company must regain and continue to maintain certain financial, distribution and share price levels. Generally, the Company must maintain a minimum market capitalization (generally $35,000,000) and a minimum number of holders of our securities (generally 300 public holders).
On February 28, 2023, the Sponsor converted 4,000,000 of its Class B ordinary shares to Class A ordinary shares of the Company on a 1:1 basis as part of the Company’s plan to regain compliance with the Nasdaq Listing Rules. As a result, the Company’s market capitalization as of June 30, 2023, was $42,186,711. The newly converted Class A ordinary shares held by the Sponsor are not subject to redemptions and have no rights to funds held in the Trust Account.
On July 26, 2023, the Company received a delisting determination letter (the “Determination Letter”) from the Staff notifying the Company that (i) it had not regained compliance with Nasdaq Listing Rule 5550(a)(4) requiring a minimum of 500,000 publicly held shares and (ii) the Company’s Class A ordinary shares, warrants and units are subject to delisting from The Nasdaq Capital Market. The Determination Letter further noted that, unless the Company requests an appeal of the Staff’s determination with the Nasdaq Hearings Panel (the “Panel”), trading of the Company’s Class A ordinary shares, warrants and units on The Nasdaq Capital Market would be suspended at the opening of business on August 4, 2023, and a Form 25-NSE would be filed with the SEC removing the Company’s securities from listing and registration on The Nasdaq Capital Market.
With respect to the Determination Letter, on August 1, 2023, the Company requested a hearing before the Panel to appeal the Staff’s determination. The hearing before the Panel is expected to occur on October 5, 2023. The hearing request will stay the suspension and delisting of the Company’s securities pending a decision by the Panel. The Panel may, in its discretion, grant the Company an additional compliance period to regain compliance and maintain its Nasdaq listing; however, there can be no assurance that the Panel will grant such additional time.
Results of Operations
As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023, relates to the Company’s formation and IPO, and since the IPO, the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of earnings from the proceeds derived from the Initial Public Offering.
For the three months ended June 30, 2023, we had a net loss of $409,427 which consists of operating expenses of $909,264 partially offset by earnings on investments held in trust account and other interest of $34,775 and change in fair value of warrants of $465,062.
For the three months ended June 30, 2022, we had a net income of $128,347 which consists of operating expenses of $325,978, Interest income on investments held in trust account and other interest of $198,121 and change in fair value of warrants of $256,204.
For the six months ended June 30, 2023, we had a net income of $531,910 which consists of operating expenses of $1,170,972 partially offset by earnings on investments held in trust account and other interest of $435,595, recovery of offering costs allocated to warrants of $270,725 and change in fair value of warrants of $996,562.
For the six months ended June 30, 2022, we had a net income of $2,809,665 which consists of operating expenses of $611,146, Interest income on investments held in trust account and other interest of $212,901 and change in fair value of warrants of $3,207,910.
Liquidity and Capital Resources
For the period ended June 30, 2023, there was $341,770 cash provided by operating activities.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
At June 30, 2023, we had cash of $3,577 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.25 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, the Company had no outstanding borrowings under the Working Capital Loans. In addition, the Company does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
In connection with the Company’s shareholder vote to approve the Extension Proposal on January 12, 2023, the holders of 14,118,106 of our Class A ordinary shares originally issued in our IPO exercised their right to redeem their shares for cash at a redemption price of approximately $10.36 per share, for an aggregate redemption amount of approximately $146 million.
On June 29, 2023, the Company’s shareholders approved the proposal to extend the date by which the Company must complete its Initial Business Combination from July 18, 2023, to January 18, 2024. In connection with the vote to approve the Extension Proposal, the holder of one Class A ordinary share of the Company exercised their right to redeem their share for a total redemption amount of $11.
We may need to raise additional funds in order to meet the expenditures required for operating our business. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating and completing a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our business Combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed financial statements. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
The underwriters were entitled to a deferred underwriting commission of $0.50 per Unit, or $7,187,500 from the closing of the IPO. In association with the redemption of the Company’s Class A ordinary shares on January 12, 2023, the underwriters have agreed to a reduced commission of $1,500,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement.
The Company treated the $5,687,500 reduction of the deferred underwriting commissions as a reversal of offering costs of the IPO. As such, $270,725 of recovery of offering costs allocated to warrants is reported on the condensed statement of operations and $5,416,775 of recovery of deferred underwriting commissions is reported on the condensed statement of changes in redeemable ordinary shares and shareholders’ deficit.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of executive compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. We have not identified any critical accounting estimates.
Recent Accounting Standards
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information under this item.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of June 30, 2023 to ensure that information required to be disclosed in reports that are filed or submitted under the Exchange Act are (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (2) accumulated and communicated to Management, including the certifying officers, as appropriate to allow timely decisions regarding required disclosures. As previously reported in our 2022 Annual Report on Form 10-K, management concluded that the Company did not maintain adequate controls over the classification of the statement of cash flows. We identified material weaknesses in our internal control over financial reporting. As previously reported in our 2022 Annual Report on Form 10-K, management concluded that the Company did not maintain adequate controls over the classification of the statement of cash flows. This material weakness continues to exist at June 30, 2023.
Remediation Plan
Management plans to remediate the material weakness identified above by enhancing our processes to identify and appropriately apply applicable accounting requirements and increased communication among our personnel and third-party professionals with whom we consult regarding accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control Over Financial Reporting
Other than the matters discussed above, there were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
The following exhibits are filed or furnished as a part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| Amendment No. 1 to The Sponsor Support Agreement, dated as of July 31, 2023, by and among Rose Hill Acquisition Corporation, Rose Hill Sponsor LLC, Inversiones e Inmobilaria GHC Ltda and Prize SuperFoods (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 4, 2023. |
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| Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. |
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| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. |
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| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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| 104* | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document, which is contained in Exhibit 101). |
| * | Filed herewith. |
| ** | Furnished herewith. |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | ROSE HILL ACQUISITION CORPORATION |
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| Date: August 15, 2023 | By: | /s/ Felipe Canales |
| | Name: | Felipe Canales |
| | Title: | Co-Chief Executive Officer and Director |
| | | (Principal Executive Officer) |
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| Date: August 15, 2023 | By: | /s/ Marco Simental |
| | Name: | Marco Simental |
| | Title: | Co-Chief Executive Officer and Director |
| | | (Principal Executive Officer) |
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| Date: August 15, 2023 | By: | /s/ Albert Hill IV |
| | Name: | Albert Hill IV |
| | Title: | Co-Chief Financial Officer and Director |
| | | (Principal Financial and Accounting Officer) |
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| Date: August 15, 2023 | By: | /s/ Juan Jose Rosas |
| | Name: | Juan Jose Rosas |
| | Title: | Co-Chief Financial Officer and Director |
| | | (Principal Financial and Accounting Officer) |
