United States securities and exchange commission logo
December 8, 2022
Albert Hill IV
Chief Financial Officer
Rose Hill Acquisition Corporation
981 Davis Dr. NW
Atlanta, GA 30327
Re: Rose Hill
Acquisition Corporation
Form 10-K for the
fiscal year ended December 31, 2021
Filed on March 31,
2022
File No. 001-40900
Dear Albert Hill IV:
We have reviewed your filing and have the following comment. In of
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, please revise your disclosure in future
filings to include
disclosure that addresses how this fact could impact your ability to
complete your initial
business combination. For instance, discuss the risk to investors that
you may not be able to
complete an initial business combination with a U.S. target
company should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose
that as a result, the pool of potential targets with which you could
complete an initial
business combination may be limited. Further, disclose that the time
necessary for
government review of the transaction or a decision to prohibit the
transaction could
prevent you from completing an initial business combination and require
you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
of the investment
opportunity in a target company, any price appreciation in the combined
Albert Hill IV
Rose Hill Acquisition Corporation
December 8, 2022
Page 2
company, and the warrants, which would expire worthless. Please
include an example of
your intended disclosure in your response.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Ameen Hamady at 202-551-3891 or in his absence Isaac
Esquivel at
202-551-3395 if you have any questions.
FirstName LastNameAlbert Hill IV Sincerely,
Comapany NameRose Hill Acquisition Corporation
Division of
Corporation Finance
December 8, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName