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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rose Hill Acquisition Corp - Class A
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| March 26, 2025 |
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: August 31, 2027 Estimated average burden hours per response…………1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES |
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| February 14, 2024 |
EX-99.1 2 tm245263d8ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2024 |
EX-99.3 4 tm245263d8ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| February 14, 2024 |
EX-99.2 3 tm245263d8ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2024 |
ROSE / Rose Hill Acquisition Corp - Class A / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm245263d8sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Rose Hill Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7637J107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stat |
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| February 13, 2024 |
ROSE / Rose Hill Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 rose20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ROSE HILL ACQUISITION CORPORATION (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7637J107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 13, 2024 |
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): February 9, 2024 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) ( |
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| February 12, 2024 |
ROSE / Rose Hill Acquisition Corp - Class A / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formrosehillsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Rose Hill Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7637J107 (CUSIP Number) December 31, 2023 (Date of Event Which Require |
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| February 9, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Rose Hill Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7637J107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) |
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| January 18, 2024 |
Financial Statements and Exhibits, Other Events 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): January 11, 2024 ROSE HILL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40900 00-0000000 (State or other jurisdiction of incorpora |
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| January 18, 2024 |
IN THE GRAND COURT OF THE CAYMAN ISLANDS Exhibit 99.1 IN THE GRAND COURT OF THE CAYMAN ISLANDS FINANCIAL SERVICES DIVISION FSD CAUSE NO: 0008 OF 2024 (JAJ) IN THE MATTER OF THE COMPANIES ACT (2023 REVISION) AND IN THE MATTER OF ROSE HILL ACQUISITION CORPORATION TAKE NOTICE that a petition for an order that Rose Hill Acquisition Corporation (company registration number 373648) whose registered office is situated at PO Box 1348, 94 Solaris |
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| November 24, 2023 |
TERMINATION, SETTLEMENT AND RELEASE AGREEMENT Exhibit 2.1 TERMINATION, SETTLEMENT AND RELEASE AGREEMENT THIS TERMINATION, SETTLEMENT AND RELEASE AGREEMENT TO THE BUSINESS COMBINATION AGREEMENT (this “Termination Agreement”) dated as of November 22, 2023, (the “Effective Date”) is made by and among Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Inversiones e Inmobiliar |
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| November 24, 2023 |
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): November 17, 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) |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| October 19, 2023 |
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 Execution Version AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of October 18, 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 organiz |
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| October 19, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 18, 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) ( |
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| September 20, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): September 14, 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) |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40900 ROSE HILL ACQU |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo |
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| August 4, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 31, 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) (Com |
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| August 4, 2023 |
AMENDMENT NO. 1 TO THE SPONSOR SUPPORT AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO THE SPONSOR SUPPORT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of July 31, 2023, to the Sponsor Support Agreement, dated as of October 19, 2022, is made by and among Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Rose Hill Sponsor LLC, a Delaware limited liability company (“ |
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| August 1, 2023 |
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 26, 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) (Com |
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| July 19, 2023 |
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 001-40900 N/A (State or other jurisdiction of incorporation) (Com |
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| July 19, 2023 |
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT 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 |
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| July 3, 2023 |
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): June 29, 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) (Com |
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| July 3, 2023 |
Exhibit 3.1 ANNEX A FORM OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF ROSE HILL ACQUISITION CORPORATION That the Amended and Restated Articles of Association of Rose Hill Acquisition Corporation, as previously amended by special resolutions passed on January 12, 2023, be amended by: (a) deleting Article 192 in its entirety and replacing it with the following: “192. In the |
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| June 14, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted |
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| June 8, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted |
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| May 26, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40900 ROSE HILL ACQ |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40900 ROSE HILL ACQUI |
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| March 31, 2023 |
Description of the Company’s securities Exhibit 4.2 ROSE HILL ACQUISITION CORPORATION DESCRIPTION OF SECURITIES Pursuant to our amended and restated memorandum and articles of association, our authorized capital stock consists of 200,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 2,000,000 preference shares, $0.0001 par value each. The following description summarizes the material terms of our shares |
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| February 14, 2023 |
ROSE / Rose Hill Acquisition Corp - Class A / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm235349-27sc13g.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Rose Hill Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7637J107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this State |
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| February 14, 2023 |
EX-99.2 3 tm235349-27ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rose Hill Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7637J107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2023 |
EX-99.1 2 tm235349-27ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2023 |
EX-99.3 4 tm235349-27ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| February 14, 2023 |
ROSE / Rose Hill Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 rose20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Rose Hill Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7637J107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the app |
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| February 13, 2023 |
ROSE / Rose Hill Acquisition Corp - Class A / ARISTEIA CAPITAL LLC Passive Investment SC 13G 1 sc13grosehillacquisition.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Rose Hill Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7637J107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of t |
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| January 30, 2023 |
SC 13G/A 1 p23-0320sc13ga.htm ROSE HILL ACQUISITION CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rose Hill Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7637J107 (CUSIP Number) December 31, 2022 (Date of event which req |
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| January 27, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): January 24, 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) ( |
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| January 18, 2023 |
ROSE / Rose Hill Acquisition Corp - Class A / MILLENNIUM MANAGEMENT LLC Passive Investment SC 13G/A 1 ROSESC13GA12023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) ROSE HILL ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7637J107 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this s |
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| January 13, 2023 |
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): January 12, 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) ( |
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| January 13, 2023 |
AMENDMENTS TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF ROSE HILL ACQUISITION CORPORATION EX-3.1 2 brhc10046631ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF ROSE HILL ACQUISITION CORPORATION That the Amended and Restated Articles of Association of Rose Hill Acquisition Corporation are amended by: (a) deleting Article 192 in its entirety and replacing it with the following: “192. In the event that: (a) either (i) the Company does not |
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| January 5, 2023 |
ROSE HILL ACQUISITION CORPORATION POSTPONES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Exhibit 99.1 ROSE HILL ACQUISITION CORPORATION POSTPONES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ATLANTA, January 5, 2023 ? Rose Hill Acquisition Corporation (NASDAQ: ROSE) (?Rose Hill?) announced today the postponement of its extraordinary general meeting of shareholders (the ?Meeting?) originally scheduled for January 5, 2023 until January 12, 2023 at 3:00 p.m. Eastern Time. The Meeting wi |
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| January 5, 2023 |
Financial Statements and Exhibits, Other Events 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): January 5, 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) (C |
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| January 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 20, 2022 |
December 20, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 16, 2022 |
December 16, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 13, 2022 |
December 13, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 5, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? ? Filed by the Registrant ? ? ? ? ? Filed by a Party other than the Registrant ?? ? ? ? ? Check the appropriate box: ? ? ?? ? ? Preliminary Proxy Sta |
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| December 5, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? ? Filed by the Registrant ? ? ? ? ? Filed by a Party other than the Registrant ?? ? ? ? ? Check the appropriate box: ? ? ?? ? ? Preliminary Proxy Sta |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40900 ROSE HILL AC |
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| November 15, 2022 |
NT 10-Q 1 brhc10044232nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Rep |
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| October 25, 2022 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among INVERSIONES E INMOBILARIA GHC LTDA, ROSE HILL ACQUISITION CORPORATION and ALEJANDRO GARC?A HUIDOBRO EMPRESARIO INDIVIDUAL solely for the purposes of Section 2.1, Section 2.2, Section 4.4(b) and Article XI dated as of October 19, 2022 ARTICLE I DEFINITIONS 1.1. Defined Terms 5 ARTICLE II INCORPORATION OF CERTAIN ENTITIES, THE |
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| October 25, 2022 |
Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of October 19, 2022, 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 |
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| October 25, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 20, 2022 ROSE HILL ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40900 N/A (State or other jurisdiction of incorporation) (Commiss |
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| October 25, 2022 |
Exhibit 10.1 Execution Version COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this ?Agreement?), dated as of October 19, 2022, is made by and among (i) Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (?SPAC?); (ii) Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (the ?Compa |
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| October 25, 2022 |
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 20, 2022 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) ( |
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| October 25, 2022 |
Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of October 19, 2022, 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 |
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| October 25, 2022 |
Exhibit 10.1 Execution Version COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this ?Agreement?), dated as of October 19, 2022, is made by and among (i) Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (?SPAC?); (ii) Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (the ?Compa |
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| October 25, 2022 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among INVERSIONES E INMOBILARIA GHC LTDA, ROSE HILL ACQUISITION CORPORATION and ALEJANDRO GARC?A HUIDOBRO EMPRESARIO INDIVIDUAL solely for the purposes of Section 2.1, Section 2.2, Section 4.4(b) and Article XI dated as of October 19, 2022 ARTICLE I DEFINITIONS 1.1. Defined Terms 5 ARTICLE II INCORPORATION OF CERTAIN ENTITIES, THE |
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| October 20, 2022 |
PRIZE TO LIST ON NASDAQ THROUGH BUSINESS COMBINATION WITH ROSE HILL ACQUISITION CORPORATION Exhibit 99.1 PRIZE TO LIST ON NASDAQ THROUGH BUSINESS COMBINATION WITH ROSE HILL ACQUISITION CORPORATION Chilean superfruit producer and exporter is building a global superfruits platform. ATLANTA & REQUINOA- October 20, 2022- Rose Hill Acquisition Corporation (Nasdaq: ROSE) (?Rose Hill?), and Inversiones e Inmobilaria GHC Ltda (?Prize? or the ?Company?), a leading exporter of superfruits based in |
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| October 20, 2022 |
Exhibit 99.2 1 Let?s Grow Together Deal Roadshow PresentationOctober 2022 Disclaimer This presentation (this ?Presentation?) is provided for informational purposes only and has been prepared by Inversiones e Inmobilaria GHC Ltda (the ?Company?) and Rose Hill Acquisition Corporation (?Rose Hill?) to assist interested parties in making their own evaluation with respect to a potential business combin |
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| October 20, 2022 |
Filed by Rose Hill Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Rose Hill Acquisition Corporation Commission File No. |
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| October 20, 2022 |
Exhibit 99.2 1 Let?s Grow Together Deal Roadshow PresentationOctober 2022 Disclaimer This presentation (this ?Presentation?) is provided for informational purposes only and has been prepared by Inversiones e Inmobilaria GHC Ltda (the ?Company?) and Rose Hill Acquisition Corporation (?Rose Hill?) to assist interested parties in making their own evaluation with respect to a potential business combin |
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| October 20, 2022 |
PRIZE TO LIST ON NASDAQ THROUGH BUSINESS COMBINATION WITH ROSE HILL ACQUISITION CORPORATION Exhibit 99.1 PRIZE TO LIST ON NASDAQ THROUGH BUSINESS COMBINATION WITH ROSE HILL ACQUISITION CORPORATION Chilean superfruit producer and exporter is building a global superfruits platform. ATLANTA & REQUINOA- October 20, 2022- Rose Hill Acquisition Corporation (Nasdaq: ROSE) (?Rose Hill?), and Inversiones e Inmobilaria GHC Ltda (?Prize? or the ?Company?), a leading exporter of superfruits based in |
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| October 20, 2022 |
425 1 brhc10043122425.htm 425 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 20, 2022 ROSE HILL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40900 N/A (State or other ju |
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| October 20, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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 20, 2022 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) ( |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40900 |
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| May 19, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4090 |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Perio |
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| April 20, 2022 |
ROSE / Rose Hill Acquisition Corp - Class A / MILLENNIUM MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ROSE HILL ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7637J107 (CUSIP Number) APRIL 13, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the |
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| March 31, 2022 |
Description of the Company’s securities Exhibit 4.2 ROSE HILL ACQUISITION CORPORATION DESCRIPTION OF SECURITIES Pursuant to our amended and restated memorandum and articles of association, our authorized capital stock consists of 200,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 2,000,000 preference shares, $0.0001 par value each. The following description summarizes the material terms of our shares |
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| March 31, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-409 |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rose Hill Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (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 |
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| February 11, 2022 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A ordinary shares, $0. |
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| February 11, 2022 |
ROSE / Rose Hill Acquisition Corp - Class A / Rose Hill Sponsor LLC - SC 13G Passive Investment 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 |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A AMENDMENT NO. |
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| February 3, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rose Hill Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $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 des |
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| January 18, 2022 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| January 18, 2022 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value $0. |
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| January 18, 2022 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| January 18, 2022 |
ROSE / Rose Hill Acquisition Corp - Class A / D. E. SHAW & CO, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Rose Hill Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7637J107 (CUSIP Number) January 6, 2022 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant |
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| November 29, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| November 29, 2021 |
Exhibit 99.1 Rose Hill Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing December 6, 2021 ATLANTA, GEORGIA, November 29, 2021 /PRNewswire/ ? Rose Hill Acquisition Corporation (Nasdaq: ROSEU) (the ?Company?), a $143.8 million Special Purpose Acquisition Company focused on an initial business combination with Latin American companies, toda |
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| November 29, 2021 |
Financial Statements and Exhibits, Other Events 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 the report (Date of earliest event reported): November 29, 2021 ROSE HILL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40900 N/A (State or Other Jurisdiction of Incorporati |
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| November 23, 2021 |
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 the report (Date of earliest event reported): November 22, 2021 ROSE HILL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40900 N/A (State or Other Jurisdiction of Incorporati |
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| November 23, 2021 |
Exhibit 99.1 Latin America-Focused SPAC Rose Hill Acquisition Corporation Names Katia Bouazza to its Board of Directors ATLANTA, GEORGIA, November 23, 2021 /PRNewswire/ ? Rose Hill Acquisition Corporation (Nasdaq: ROSEU), a $143.8 million Special Purpose Acquisition Company focused on an initial business combination with Latin American companies, today announced the appointment of Katia Bouazza as |
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| November 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rose Hill Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7637J115 (CUSIP Number) October 28, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| October 29, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rose Hill Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7637J115** (CUSIP Number) October 20, 2021 (Date of event which requires filing of this statement) Check the appropriate box to desig |
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| October 22, 2021 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Rose Hill Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Rose Hill Acquisition Corp. (the ?Company?) as of October 18, 2021, and the related notes (collectively, the ?financial statement?). In our opinion, the financial statement |
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| October 22, 2021 |
Financial Statements and Exhibits, Other Events 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 the report (Date of earliest event reported): October 18, 2021 ROSE HILL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40900 N/A (State or Other Jurisdiction of Incorporatio |
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| October 18, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 13, 2021 by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1 |
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| October 18, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 13, 2021, is made and entered into by and among Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), Rose Hill Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Cantor Fitzgerald & Co. (?Cantor?) and J.V.B. Financial Group, LLC on b |
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| October 18, 2021 |
Exhibit 10.6 ROSE HILL ACQUISITION CORPORATION 981 Davis Dr NW Atlanta, GA 30327 October 13, 2021 Rose Hill Sponsor LLC 981 Davis Dr NW Atlanta, GA 30327 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Rose Hill Acquisition Corporation (the ?Company?) and Rose Hill Sponsor LLC (the ?Sponsor?), dated as of the date hereof, will confirm our agreement |
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| October 18, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of October 13, 2021, is entered into by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Rose Hill Sponsor LLC, a Delaware |
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| October 18, 2021 |
Exhibit 1.1 UNDERWRITING AGREEMENT between ROSE HILL ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: October 13, 2021 ROSE HILL ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York October 13, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, R |
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| October 18, 2021 |
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 the report (Date of earliest event reported): October 13, 2021 ROSE HILL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40900 N/A (State or Other Jurisdiction of Incorporatio |
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| October 18, 2021 |
EXHIBIT 99.2 Latin American-Focused SPAC Rose Hill Acquisition Corporation Announces Closing of Initial Public Offering and Exercise of Over-Allotment Option ATLANTA, GEORGIA, October 18, 2021 /PRNewswire/ ? Rose Hill Acquisition Corporation (the ?Company?) today announced the closing of its initial public offering (the ?Offering?) of 12,500,000 units at a price of $10.00 per unit. Each unit consi |
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| October 18, 2021 |
Exhibit 4.1 WARRANT AGREEMENT ROSE HILL ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 13, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated October 13, 2021, is by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York Limited purpose Company, as warrant |
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| October 18, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of October 13, 2021, is entered into by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Cantor Fitzgerald & Co. (the ?Purc |
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| October 18, 2021 |
Exhibit 3.1 COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROSE HILL ACQUISITION CORPORATION (adopted pursuant to special resolutions of the Company dated 14 September 2021) COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ROSE HILL ACQUISITION CORPORATION (adopted pursuant to |
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| October 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Rose Hill Acquisition Corporation (Name of Issuer) Units of Common Shares (Title of Class of Securities) G7637J115 (CUSIP Number) October 13, 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) CUSIP No. |
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| October 18, 2021 |
Exhibit 99.1 Latin American-Focused SPAC Rose Hill Acquisition Corporation Announces Pricing of $125,000,000 Million Initial Public Offering ATLANTA, GEORGIA, October 13, 2021 /PRNewswire/ ? Rose Hill Acquisition Corporation (the ?Company?) today announced the pricing of its initial public offering of 12,500,000 units at a price of $10.00 per unit. The units will be listed on the Nasdaq Global Mar |
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| October 18, 2021 |
Exhibit 10.1 Letter Agreement Dated: October 13, 2021 Rose Hill Acquisition Corporation 981 Davis Dr NW Atlanta, GA 30327 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Rose Hill Acquisition Corporation, a Cayman Islands exempte |
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| October 15, 2021 |
$125,000,000 Rose Hill Acquisition Corporation 12,500,000 Units 424B4 1 d140505d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-259532 $125,000,000 Rose Hill Acquisition Corporation 12,500,000 Units Rose Hill Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization o |
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| October 12, 2021 |
* * * [Signature Page Follows] CORRESP 1 filename1.htm October 12, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 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: Pursuant to Rule 461 un |
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| October 12, 2021 |
ROSE HILL ACQUISITION CORPORATION 981 Davis Drive NW Atlanta, Georgia 30327 ROSE HILL ACQUISITION CORPORATION 981 Davis Drive NW Atlanta, Georgia 30327 October 12, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Rose Hill Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands N/A (State of incorporation or organization) (I.R.S. Employer Identification No.) 981 Davis |
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| October 8, 2021 |
As filed with the United States Securities and Exchange Commission on October 8, 2021. Table of Contents As filed with the United States Securities and Exchange Commission on October 8, 2021. |
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| September 23, 2021 |
As filed with the United States Securities and Exchange Commission on September 23, 2021. Table of Contents As filed with the United States Securities and Exchange Commission on September 23, 2021. |
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| September 23, 2021 |
Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299 September 23, 2021 VIA EDGAR U. |
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| September 21, 2021 |
Specimen Class A Ordinary Share Certificate EX-4.2 5 d140505dex42.htm EX-4.2 EXHIBIT 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES ROSE HILL ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] This Certifies that [●] is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF ROSE HILL A |
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| September 21, 2021 |
Exhibit 10.9 Letter Agreement Dated: [] Rose Hill Acquisition Corporation 981 Davis Dr NW Atlanta, GA 30327 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the |
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| September 21, 2021 |
EXHIBIT 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File |
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| September 21, 2021 |
Form of Administrative Services Agreement between the Registrant and Rose Hill Sponsor LLC EXHIBIT 10.6 ROSE HILL ACQUISITION CORPORATION 981 Davis Dr NW Atlanta, GA 30327 [●], 2021 Rose Hill Sponsor LLC 981 Davis Dr NW Atlanta, GA 30327 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Rose Hill Acquisition Corporation (the “Company”) and Rose Hill Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, c |
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| September 21, 2021 |
As filed with the United States Securities and Exchange Commission on September 21, 2021. As filed with the United States Securities and Exchange Commission on September 21, 2021. |
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| September 21, 2021 |
EX-10.5 13 d140505dex105.htm EX-10.5 EXHIBIT 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies or corporations as directors, officers or |
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| September 21, 2021 |
EXHIBIT 10.8 Rose Hill Acquisition Corporation 981 Davis Drive NW Atlanta, Georgia 30327 August 25, 2021 Rose Hill Sponsor LLC 981 Davis Drive NW Atlanta, Georgia 30327 RE: Amended and Restated Securities Subscription Agreement Ladies and Gentlemen: We refer to the securities subscription agreement dated June 15, 2021 (the “Original Agreement”) pursuant to which Rose Hill Sponsor LLC, a Delaware l |
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| September 21, 2021 |
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Rose Hill Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and Cohen & Company Capital Markets, a divi |
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| September 21, 2021 |
Form of Underwriting Agreement EXHIBIT 1.1 FORM OF UNDERWRITING AGREEMENT between ROSE HILL ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: [ ], 2021 ROSE HILL ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Rose Hi |
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| September 21, 2021 |
EXHIBIT 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR ROSE HILL ACQUISITION CORPORATION CERTAIN DEFINITIONS CUSIP [●] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT [●] is the owner of [●] Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share |
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| September 21, 2021 |
Form of Amended and Restated Memorandum and Articles of Association Exhibit 3.2 COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROSE HILL ACQUISITION CORPORATION (adopted pursuant to special resolutions of the Company dated 14 September 2021) COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ROSE HILL ACQUISITION CORPORATION (adopted pursuant to |
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| September 21, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT ROSE HILL ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, t |
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| September 21, 2021 |
EXHIBIT 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Rose Hill Sponsor LLC, a Delaware limited |
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| September 21, 2021 |
EXHIBIT 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”) |
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| September 15, 2021 |
Promissory Note, dated June 15, 2021, issued to the Sponsor EX-10.7 3 d140505dex107.htm EX-10.7 Exhibit 10.7 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, |
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| September 15, 2021 |
Consent of Cristian Moreno, Director Nominee Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Rose Hill Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rose |
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| September 15, 2021 |
Consent of Juan Manuel Fernandez, Director Nominee EX-99.1 5 d140505dex991.htm EX-99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Rose Hill Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nomin |
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| September 15, 2021 |
Consent of Mario Fleck, Director Nominee Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Rose Hill Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rose |
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| September 15, 2021 |
As filed with the United States Securities and Exchange Commission on September 14, 2021. S-1 Table of Contents As filed with the United States Securities and Exchange Commission on September 14, 2021. |
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| September 15, 2021 |
Consent of Felipe Morris, Director Nominee Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Rose Hill Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rose |
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| September 15, 2021 |
Memorandum and Articles of Association Exhibit 3.1 COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROSE HILL ACQUISITION CORPORATION COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ROSE HILL ACQUISITION CORPORATION 1. The name of the Company is Rose Hill Acquisition Corporation. 2. The registered office of the Company will be at the offices of Mourant Gove |
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| September 15, 2021 |
Consent of Ricardo Vazquez, Director Nominee Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Rose Hill Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rose |
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| September 15, 2021 |
Consent of Pedro Molina, Director Nominee Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Rose Hill Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rose |
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| September 15, 2021 |
Consent of Felipe Canales, Director Nominee Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Rose Hill Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rose |
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| July 2, 2021 |
DRS 1 filename1.htm Table of Contents As confidentially submitted to the United States Securities and Exchange Commission on July 2, 2021 under the Securities Act of 1933, as amended. This draft registration statement has not been filed, publicly or otherwise, with the United States Securities and Exchange Commission and all information herein remains strictly confidential. No. 333- UNITED STATES |
