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): ~~October~~November 1817, 2023

ROSE HILL ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-40900		N/A
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS Employer Identification No.)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	ROSEU	Nasdaq Capital Market
Class A ordinary shares, par value $0.0001 per share	ROSE	Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	ROSEW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~Sec.~~§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~Sec.~~§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.

AsThe ~~previously~~information ~~announced,~~set onforth ~~October~~in ~~20,~~Item ~~2022,~~1.02 ~~Rose~~below ~~Hill~~is ~~Acquisition~~hereby ~~Corporation, an exempted company~~ incorporated ~~with~~by ~~limited liability~~reference ~~in the Cayman Islands (“Rose Hill”) entered~~ into athis ~~Business~~Item Combination Agreement (as amended on July 17, 2023, 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”)1.01.

OnItem ~~October 18, 2023, Rose Hill, Prize and AGH, entered into Amendment No~~1.02 2Termination toof ~~Business~~a ~~Combination~~Material ~~Agreement~~Definitive ~~(the “Second Amendment”), pursuant to which the parties amended the Business Combination~~ Agreement to 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 October 18, 2023 to January 18, 2024.

AAs ~~copy~~previously ofannounced, on October 20, 2022, Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the ~~Second~~Cayman ~~Amendment~~Islands is(“Rose ~~filed~~Hill”) ~~herewith~~entered into a Business Combination Agreement (as ~~Exhibit~~amended ~~2.1~~on July 17, 2023 and October 18, 2023, the ~~foregoing~~“Business ~~description~~Combination ofAgreement”) ~~the~~with ~~Second~~Inversiones e Inmobilaria GHC Ltda, a limited liability ~~Amendment~~ company isorganized ~~qualified~~under inthe ~~its~~laws ~~entirety~~of Chile (“Prize”) and, for certain limited purposes, Alejandro García Huidobro Empresario, an individual (“AGH”) and by ~~reference~~joinder ~~thereto~~agreement with Prize SuperFoods, an exempted company incorporated with limited liability under the laws of the Cayman Islands, Prize Investments, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and Prize Holding Chile SpA, a simplified stock corporation under the laws of Chile.

~~Important~~Termination ~~Information~~of ~~about the~~ Business Combination Agreement ~~and Where to Find It~~

InOn ~~connection~~November ~~with~~22, ~~the Business Combination Agreement~~2023, Rose Hill, Prize and~~/or~~ ~~the~~AGH ~~combined~~entered ~~company~~into ~~intend~~a toTermination, ~~file~~Settlement ~~relevant materials~~And ~~with~~Release ~~the~~Agreement ~~U.S. Securities and Exchange Commission~~ (the “~~SEC~~Termination Agreement”), ~~including~~pursuant ato ~~registration~~which ~~statement on Form F-4 with~~ the ~~SEC,~~parties ~~which~~agreed ~~will include a document that serves as a joint prospectus and proxy statement, referred~~ to asmutually aterminate ~~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~~The ~~making any~~termination ~~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 asis ~~they~~effective ~~become~~as ~~available~~of ~~because~~November ~~they~~22, ~~will contain important information about the Business Combination Agreement~~2023.

~~Investors~~As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and ~~security~~there ~~holders~~is ~~will~~no liability beunder ~~able~~the toBusiness ~~obtain~~Combination ~~free~~Agreement ~~copies~~on the part of any party thereto, except as set forth in the ~~registration~~Business ~~statement~~Combination Agreement, and each of the ~~proxy~~transaction ~~statement/prospectus~~agreements entered into in connection with the Business Combination ~~and~~ Agreement, ~~all~~including, ~~other~~but ~~relevant~~not ~~documents~~limited ~~filed~~to, or(i) ~~that~~the ~~will~~Company beSupport ~~filed~~Agreement, ~~with~~dated as of October 19, 2022 by and among Rose Hill, Prize and AGH and (ii) the ~~SEC~~Sponsor Support Agreement, dated as of October 19, 2022 by and among Rose Hill, Prize, AGH and/ the Sponsor Parties (as defined therein), will automatically either be terminated in accordance with their terms or be of no further force and effect. Pursuant to the ~~combined~~Termination ~~company~~Agreement, ~~through~~subject to certain exceptions, the ~~website~~parties ~~maintained~~thereto have byalso agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the ~~SEC~~Proposed atBusiness ~~www~~Combination.~~sec.gov.~~

The ~~documents~~foregoing ~~filed~~descriptions of the Business Combination Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the full text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to Rose Hill,’s ~~Prize~~Current Report on Form 8-K with the U.S. Securities and~~/or~~ Exchange Commission (the ~~combined~~“SEC”) ~~company~~on October 25, 2022, as amended by (a) Amendment No. 1 to the Business Combination Agreement, which was previously filed as Exhibit 2.1 to Rose Hill’s Current Report on Form 8-K filed with the SEC ~~also~~on ~~may~~July be19, ~~obtained~~2023, ~~free~~and of(b) ~~charge~~Amendment ~~upon written~~No. ~~request~~ 2 to the Business Combination Agreement, which was previously filed as Exhibit 2.1 to Rose Hill’s ~~Acquisition~~Current ~~Corporation~~Report on Form 8-K filed with the SEC on October 19, ~~981~~2023, ~~Davis~~and ~~Drive~~the NWfull text of the Termination Agreement, ~~Atlanta~~which is attached hereto as Exhibit 2.1, GAeach ~~30327~~of orwhich ~~via~~is ~~email~~incorporated atby ~~info@rosehillacq~~reference herein.~~com.~~

~~INVESTMENT~~Item IN3.01 ~~ANY~~Notice ~~SECURITIES~~of ~~DESCRIBED~~Delisting ~~HEREIN~~or ~~HAS~~Failure ~~NOT~~to ~~BEEN~~Satisfy ~~APPROVED~~a ORContinued ~~DISAPPROVED~~Listing BYRule ~~THE~~or ~~SEC~~Standard; ORTransfer ~~ANY~~of ~~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~~Listing. ~~ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.~~

~~Participants~~As inpreviously disclosed, on July 26, 2023, Rose Hill received a delisting determination letter from the ~~Solicitation~~Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying Rose Hill 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) Rose Hill’s Class A ordinary shares (the “Ordinary Shares”), warrants and units are subject to delisting from The Nasdaq Capital Market. On November 17, 2023, Rose Hill received written notice from Nasdaq notifying Rose Hill that, since no material progress towards implementing Rose Hill’s plan of compliance had been made, Nasdaq has determined that the Ordinary Shares shall be delisted from The Nasdaq Capital Market, unless Rose Hill requests that the Nasdaq Listings and Hearing Review Counsel review this decision. Rose Hill does not intend to make such a request. Rose Hill’s Ordinary Shares were suspended from trading on The Nasdaq Capital Market on the open of business on November 21, 2023.

If Rose Hill,’s ~~Prize,~~Board ~~the~~of ~~combined~~Directors ~~company~~determines ~~and~~that ~~their~~it ~~respective~~is ~~directors~~unable ~~and~~to ~~executive~~complete ~~officers~~an ~~may~~initial bebusiness ~~deemed~~combination on or prior to beJanuary ~~participants~~18, in 2024, Rose Hill will (i) cease all operations except for the ~~solicitation~~purpose of ~~proxies~~winding ~~from~~up, ~~Rose~~(ii) ~~Hill’s~~as ~~shareholders~~promptly inas ~~connection~~reasonably ~~with~~possible ~~the~~but ~~Business~~not ~~Combination~~more ~~Agreement.~~than Aten ~~list~~business ofdays thereafter, redeem the ~~names~~Public ofShares, ~~such~~at ~~directors~~a ~~and~~per-share ~~executive~~price, ~~officers~~payable in cash, ~~and~~equal ~~information~~to ~~regarding~~the ~~their~~aggregate ~~interests~~amount then on deposit in the ~~business~~Trust ~~combination and~~Account ~~their~~including ~~ownership~~interest ofearned ~~Rose~~on ~~Hill’s~~the ~~securities~~funds ~~are,~~held orin ~~will~~the ~~be,~~Trust ~~contained~~Account inand not previously released to us to pay Rose Hill’s ~~filings~~franchise ~~with~~and ~~the~~income ~~SEC~~taxes (less up to $100,000 ~~and~~of interest ~~such~~to ~~information~~pay ~~and~~dissolution ~~names~~expenses), divided by the number of ~~Prize’s~~then ~~directors~~outstanding ~~and~~Public ~~executive~~Shares, ~~officers~~which redemption will ~~also~~completely beextinguish inPublic ~~the~~Shareholders ~~registration~~rights ~~statement~~as onshareholders ~~Form~~(including ~~F-4~~the right to receive further liquidating be distributions, ~~filed~~if ~~with~~any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the ~~SEC~~approval byof Rose Hill,’s ~~Prize~~remaining shareholders and~~/or~~ ~~the~~Rose ~~combined~~Hill’s ~~company~~board of directors, ~~which~~dissolve ~~will~~and ~~include~~liquidate, subject ~~the~~in ~~proxy~~each ~~statement~~case ofto Rose Hill’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

No Offer or Solicitation

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

Exhibit No.	~~Description~~	Description
2.1	~~Amendment No. 2 to Business Combination Agreement, dated as of October 18, 2023, by and among Rose Hill, Prize and AGH.~~	Termination Agreement, dated as of November 22, 2023, by and among Rose Hill, Prize and AGH.
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document).~~	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	ROSE HILL ACQUISITION CORPORATION


	By:	/s/ Albert Hill IV
		Name: Albert Hill IV
		Title: Co-Chief Financial Officer and Director

Date: ~~October~~November 1924, 2023

Filing Compare · Rose Hill Acquisition Corp