![]() | Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299 |
September 23, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Energy and Transportation
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Liz Packebusch and Loan Lauren Nguyen
Re: | Rose Hill Acquisition Corporation |
Registration Statement on Form S-1
Filed September 15, 2021
File No. 333-259532
Dear Ms. Packebusch and Ms. Nguyen:
On behalf of Rose Hill Acquisition Corporation (the “Company”), we submit this letter in response to a comment from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated September 22, 2021 relating to the above-referenced Registration Statement on Form S-1 of the Company.
The Company is concurrently filing Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”) with a revision to its disclosure to address the Staff’s comment via EDGAR.
In this letter, we have recited the comment from the Staff in italicized type and have followed the comment with the Company’s response. Capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the Registration Statement. Except as otherwise specifically indicated, page references in the Company’s responses to the Staff’s comment corresponds to the pagination of the Registration Statement.
Registration Statement on Form S-1
Cover Page
1. | Please revise your prospectus cover page to clearly disclose the full exercise period of your public warrants. |
The disclosure on the cover page has been revised to address the Staff’s comment.
* * * *
We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at (212) 969-3096 with any questions or comments regarding this filing or if you wish to discuss the above.
Sincerely,
/s/ Daniel Forman
Daniel Forman
cc: | Udi Margulies, Chief Executive Officer, Rose Hill Acquisition Corporation |
Albert Hill IV, Co-Chief Financial Officer, Rose Hill Acquisition Corporation
Juan Jose Rosas, Co-Chief Financial Officer, Rose Hill Acquisition Corporation
Stuar Neuhauser, Ellenoff Grossman & Schole LLP