UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 17, 2023
ROSE HILL ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands
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001-40900
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N/A
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(State or other jurisdiction of incorporation)
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(Commission file number)
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(IRS Employer Identification No.)
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981 Davis Drive NW, Atlanta, GA 30327
(Address of principal executive offices) (Zip Code)
(607) 279 2371
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name, or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
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ROSEU
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Nasdaq Capital Market
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Class A ordinary shares, par value $0.0001 per share
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ROSE
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Nasdaq Capital Market
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
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ROSEW
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Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. |
Entry into a Material Definitive Agreement.
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As previously announced, on October 20, 2022, Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the
Cayman Islands (“Rose Hill”) entered into a Business Combination Agreement (the “Business Combination Agreement”) with Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the
laws of Chile (“Prize”) and, for certain limited purposes, Alejandro García Huidobro Empresario, an individual (“AGH”). Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Business Combination Agreement.
On July 17, 2023, Rose Hill, Prize and AGH, entered into Amendment No. 1 to Business Combination Agreement (the “Amendment”),
pursuant to which the parties amended the Business Combination Agreement to (i) clarify the amount of shares to be issued by an exempted company formed under the laws of the Cayman Islands with limited liability to serve as “Merger Sub” for all
purposes under the Business Combination Agreement, to Prize in connection with the pre-closing restructuring contemplated by the Business Combination Agreement, (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, New PubCo or Merger Sub and terminate the BCA 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
New PubCo in connection with the consummation of the Business Combination Agreement ( 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.
A copy of the Amendment is filed herewith as Exhibit 2.1 and the foregoing description of the Amendment is qualified in its entirety
by reference thereto.
Important Information about the Business Combination Agreement and Where to Find It
In connection with the Business Combination Agreement, Rose Hill, Prize and/or the combined company intend to file relevant materials with the U.S.
Securities and Exchange Commission (the “SEC”), including a registration statement on Form F-4 with the SEC, which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy
statement/prospectus will be sent to all Rose Hill shareholders. Rose Hill, Prize and/or the combined company will also file other documents regarding the Business Combination Agreement with the SEC. Before making any voting or investment decision,
investors and security holders of Prize and Rose Hill are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination
Agreement as they become available because they will contain important information about the Business Combination Agreement.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the
SEC by Rose Hill, Prize and/or the combined company through the website maintained by the SEC at www.sec.gov.
The documents filed by Rose Hill, Prize and/or the combined company with the SEC also may be obtained free of charge upon written request to Rose Hill Acquisition Corporation, 981 Davis Drive NW,
Atlanta, GA 30327 or via email at info@rosehillacq.com.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
Rose Hill, Prize, the combined company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Rose Hill’s shareholders in
connection with the Business Combination Agreement. A list of the names of such directors and executive officers, and information regarding their interests in the business combination and their ownership of Rose Hill’s securities are, or will be,
contained in Rose Hill’s filings with the SEC, and such information and names of Prize’s directors and executive officers will also be in the registration statement on Form F-4 to be filed with the SEC by Rose Hill, Prize and/or the combined
company, which will include the proxy statement of Rose Hill.
This Current Report on Form 8-K relates to a Business Combination Agreement between Rose Hill and Prize. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction.
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination
Agreement between Prize and Rose Hill, including statements regarding the benefits of the Business Combination Agreement, the anticipated timing of the completion of the Business Combination Agreement, Prize’s plans for expansion, Prize’s ability
to improve its operations across the value chain and increase its productivity and resilience to climate change, the products offered by Prize and the markets in which it operates, the expected total addressable market for the products offered by
Prize, the sufficiency of the net proceeds of the Business Combination Agreement to fund Prize’s operations, expansion plans and other business plans, a potential PIPE offering, Prize’s projected future results and the expected composition of the
board of directors of the combined company. These forward-looking statements generally are identified by the words “believe,” “project,” “expected,” “expect,” “targeted,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“plans,” “planned,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on
current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to:
(i) the risk that the Business Combination Agreement may not be completed in a timely manner or at all, which may adversely affect the price of Rose Hill’s securities; (ii) the risk that the Business Combination Agreement may not be completed by
Rose Hill’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Rose Hill; (iii) the failure to satisfy the conditions to the consummation of the Business Combination
Agreement, including the satisfaction of the minimum trust account amount following redemptions by Rose Hill’s public shareholders and the receipt of certain governmental and regulatory approvals; (iv) the lack of a third-party valuation in
determining whether or not to pursue the Business Combination Agreement; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the inability to complete a
PIPE offering; (vii) the effect of the announcement or pendency of the Business Combination Agreement on Prize’s business relationships, performance, and business generally; (viii) risks that the Business Combination Agreement disrupts current
plans and operations of Prize as a result; (ix) the outcome of any legal proceedings that may be instituted against Prize, Rose Hill or others related to the Business Combination Agreement and the transactions contemplated therein; (x) the ability
of the combined company to meet Nasdaq listing standards at or following the Closing; (xi) the ability to recognize the anticipated benefits of the Business Combination Agreement, which may be affected by a variety of factors, including changes in
the competitive and highly regulated industries in which Prize operates, variations in performance across competitors, changes in laws and regulations affecting Prize’s business and the ability of Prize and the combined company to retain its
management and key employees; (xii) the ability to implement business plans, forecasts, and other expectations after the Closing, gauge and adapt to industry or market trends and changing consumer preferences, and identify and realize additional
opportunities; (xiii) the risk of adverse or changing economic conditions, including the impact of pricing and other actions by Prize’s competitors; (xiv) the impact of governmental trade restrictions, including adverse governmental regulation that
may impact Prize’s ability to access certain markets or continue to operate in certain markets; (xv) the risk that Prize and its current and future growers and retailers have access to sufficient liquidity to fund their operations; (xvi) the risk
that Prize will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xvii) the risk that the combined company experiences difficulties in managing its growth and expanding
operations; (xviii) the availability of sufficient labor during Prize’s peak growing and harvesting seasons; (xix) the risk of changing consumer preferences or consumer demand for products such as those offered by Prize; (xx) the impact of crop
disease; (xxi) the risk that Prize is unable to secure or protect its intellectual property; and (xxii) costs related to the Business Combination Agreement. The foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-4 and proxy statement/prospectus discussed above and other documents filed or to be filed by Rose Hill, Prize
and/or the combined company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Rose Hill and Prize assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Rose Hill nor Prize gives any assurance that Rose Hill, Prize or the combined company will achieve its expectations.
Item 9.01. |
Financial Statements and Exhibits
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Exhibit No.
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Description
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Amendment No. 1 to Business Combination Agreement, dated as of July 17, 2023, by and among Rose Hill, Prize and AGH
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ROSE HILL ACQUISITION CORPORATION
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By:
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/s/ Albert Hill IV
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Name: Albert Hill IV
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Title: Co-Chief Financial Officer and Director
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Date: July 19, 2023
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Exhibit 2.1
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT
THIS AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of
July 17, 2023, is made by and among Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Inversiones e Inmobilaria GHC
Ltda, a limited liability company organized under the laws of Chile (the “Company”), and Alejandro García Huidobro Empresario Individual (“AGH”).
SPAC, the Company and AGH shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Business Combination Agreement (as defined below).
WITNESETH:
WHEREAS, the Parties previously entered into that certain Business Combination Agreement, dated as of October 19, 2022 (as it may be amended, restated
or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”); and
WHEREAS, the Parties desire to amend the Business Combination Agreement in certain respects as described in this Amendment.
NOW, THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Amendments to the Business Combination Agreement.
(a) Section 2.2(b) of the Business Combination
Agreement is hereby amended and restated in its entirety as follows:
“(b) Promptly following the Initial Contribution and in any event at least
three Business Days before the Closing Date, the Company shall contribute to Merger Sub all of the issued and outstanding equity of HoldCo and in exchange therefor Merger Sub shall issue a number of Merger Sub Ordinary Shares to the Company that
collectively have an aggregate par value equal to the Chilean Tax Value of the equity of HoldCo so contributed (together with the Initial Contribution, the “Pre-Closing Restructuring”). For purposes of this Agreement, “Chilean Tax Value” shall mean the cost for tax (“costo tributario”) purposes according to article 41 and 17 No.8 of Chilean Decree Law 824, as interpreted by General Ruling No.44 of 2016 issued by the Chilean IRS, which
corresponds to the (i) purchase price or contribution value of the applicable equity, plus (ii) any capital increase actually paid by the applicable holder, less (iii) any capital decrease paid by HoldCo, plus (iv) inflation adjustments set forth in
article 41 and 17 No.8 of the Chilean Decree Law 824.”
(b) Section 7.10(a) of the Business
Combination Agreement is hereby amended as follows (i) the reference to “During the Interim Period” is hereby deleted and replaced in its entirety with the following: “Immediately following the agreement of SPAC, the Company and applicable
investors in writing of 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 $50,000,000 in the aggregate to New PubCo in connection with the
Closing (a “Qualifying PIPE Agreement”), but not until such time”; and (ii) the last sentence thereof is hereby deleted and replaced in its entirety with the following:
“Following the occurrence of a Qualifying PIPE Agreement, the Company shall, and shall cause the Company’s Subsidiaries to, and shall cause their
respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person with respect to any Company Business Combination.”
(c) Section 7.10(c) of the Business
Combination Agreement is hereby amended to add the following sentence immediately after the last sentence thereof:
“Notwithstanding anything in this Agreement to the contrary, including the immediately
preceding sentence, this Section 7.10(c) shall only apply to the Company Parties following the occurrence of a Qualifying PIPE Agreement.”
(d) Section 9.1(b) of the Business Combination
Agreement is hereby amended and restated in its entirety as follows:
“(b) (i) by either SPAC or the Company if the Closing shall not have occurred by October 18, 2023 (the “Outside
Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any Party whose action or failure to act has been
a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement or (ii) notwithstanding anything to the contrary, prior to the occurrence of a
Qualifying PIPE Agreement, by the Company in order to concurrently enter into a merger agreement, purchase agreement, subscription agreement, or similar definitive document or agreement with respect to any Company Business Combination;”
(e) Article XI of the Business Combination is
hereby amended to add the following Section immediately following Section 11.17 thereof:
“11.18 Certain Acknowledgements. The Parties hereby acknowledge and agree that, notwithstanding anything to the contrary, any solicitation, initiation, entry into or continuation of discussions, negotiations, transactions,
encouragement of or responses to any inquiries or proposals, or provision of any information by the Company, its Subsidiaries or their respective Representatives with (or to) any Person in respect of a Company Business Combination prior to the
occurrence of a Qualifying PIPE Agreement, in each case, (i) will not breach or otherwise be in violation of any such Person’s or their Affiliate’s obligations under this Agreement or the Confidentiality Agreement, (ii) shall not be considered an
action (or failure to act) that is a principal cause of or results in the failure of the Closing to occur on or before the Outside Date and (iii) are considered expressly contemplated by this Agreement for all purposes under Section 6.1.”
2. Effect of Amendment. Except as set forth herein, all other terms and provisions of the Business Combination Agreement remain unchanged and in full force and effect. On and after the date hereof, each reference in the
Business Combination Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import shall mean and be a reference to the Business Combination Agreement as amended or otherwise modified by this Amendment. For the avoidance of doubt,
references to the phrases “the date of this Agreement” or “the date hereof”, wherever used in the Business Combination Agreement, as amended by this Amendment, shall mean October 19, 2022.
3. Construction. This Amendment shall be governed by all provisions of the Business Combination Agreement unless context requires otherwise, including all provisions concerning construction, enforcement and governing law.
4. Entire Agreement. This Amendment together with the Business Combination Agreement and the other agreements referenced herein constitute the entire agreement and understanding of the Parties in respect of the subject
matter hereof and supersede all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby,
including that certain waiver, dated as of May 31, 2023, executed by SPAC (the “Waiver”). In the event of a conflict between the terms of the Business Combination Agreement or the
Waiver, on the one hand, and this Amendment, on the other hand, the terms of this Amendment shall prevail.
5. Counterparts. This Amendment may be executed in counterparts, all of which shall be considered one and the same document and shall become effective when such counterparts have been signed by each of the Parties and
delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Parties of a counterpart executed by a Party shall be deemed to meet the
requirements of the previous sentence. The exchange of a fully executed Amendment in counterparts or otherwise) in pdf, DocuSign or similar format and transmitted by facsimile or email shall be sufficient to bind the Parties to the terms and
conditions of this Amendment.
[signature page follows]
IN WITNESS WHEREOF, each of the Parties have caused this Amendment to be executed as of the date first written above.
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ROSE HILL ACQUISITION CORPORATION
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By:
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/s/ Albert Hill IV
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Name: Albert Hill IV
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Title: Co-Chief Financial Officer
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INVERSIONES E INMOBILARIA GHC LTDA
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By:
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/s/ Alejandro Garcia Huidobro Empresario
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Name: Alejandro Garcia Huidobro Empresario
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Title: Administrator and Legal Representative
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ALEJANDRO GARCÍA HUIDOBRO EMPRESARIO INDIVIDUAL
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/s/ Alejandro Garcia Huidobro Empresario
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[Signature Page to Amendment No. 1 to Business Combination Agreement]