Rose Hill Sponsor SC 13G Rose Hill Acquisition / Rose Hill Sponsor ownership change

Rose Hill Sponsor SC 13GRose Hill Acquisition / Rose Hill Sponsor ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Rose Hill Acquisition Corp

(Name of Issuer)

Class A ordinary shares, $0.0001 per share

(Title of Class of Securities)

G7637J107

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. G7637J107

CUSIP No. G7637J107

Item 1(a).

Name of Issuer:

Rose Hill Acquisition Corp

Item 1(b).

Address of Issuer’s Principal Executive Offices:

981 Davis Drive NW

Atlanta, Georgia 30327

Item 2(a).

Names of Persons Filing:

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of each of the following persons (each, a “Reporting Person”):

(i)

Rose Hill Sponsor LLC; and

(ii)

Albert Hill IV (“Mr. Hill”);

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 981 Davis Drive NW, Atlanta, Georgia 30327.

Item 2(c).

Citizenship:

(i)

Rose Hill Sponsor LLC is a Delaware limited liability company; and

(ii)

Mr. Hill is a citizen of the United States.

Item 2(d).

Title of Class of Securities:

Class A ordinary shares, par value $0.0001 per share

Item 2(e).

CUSIP Number:

G7637J107

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐ An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).


(f) ☐ (g) ☐		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h) ☐		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) ☐		A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) ☐		A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ☐		Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership.

Ownership as of December 31, 2021 is incorporated by reference to items (5) – (9) and (11) of the cover page of the Reporting Person. The percentage herein is calculated based upon the aggregate total of the 14,375,000 Class A ordinary shares, par value $0.0001 per share, and 5,031,250 Class B ordinary shares, $0.0001 par value per share, issued and outstanding as of November 29, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on November 29, 2021.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date:		February 11, 2022

ROSE HILL SPONSOR LLC

By:		/s/ Albert Hill IV
		Name: Albert Hill IV
		Title: Managing Member

ALBERT HILL IV

By:		/s/ Albert Hill IV

EXHIBIT INDEX

A.	Joint Filing Agreement, dated February 11, 2022, by and among Rose Hill Sponsor LLC and Albert Hill IV

NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Rose Hill Sponsor LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware