ROSE HILL ACQUISITION CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
As previously disclosed, on
Pursuant to the Business Combination Agreement, prior to the consummation of the
Proposed Transaction (as defined below), (i) Prize will cause to be incorporated
under the laws of the
The Business Combination Agreement was unanimously approved by Rose Hill's board of directors and Prize's administrator and if the Business Combination Agreement is approved by Rose Hill's and Merger Sub's shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), following the Pre-Closing Restructuring, (i) Rose Hill will be merged with and into New PubCo with New PubCo continuing as the surviving entity (the "First Merger") and (ii) subsequent to the First Merger, Merger Sub will be merged with and into New PubCo (the "Second Merger" and, together with the First Merger, the "Mergers") with New PubCo continuing as the surviving entity (such transactions and those otherwise contemplated by the Business Combination Agreement, collectively, the "Proposed Transaction").
Consideration
In accordance with the terms and subject to the conditions of the Business Combination Agreement, by virtue of the First Merger, (i) each Rose Hill ordinary share that is issued and outstanding immediately prior to the First Merger will be converted into one validly issued, fully paid and non-assessable New PubCo ordinary share, and (ii) all outstanding warrants to purchase ordinary shares of Rose Hill will be converted into warrants to purchase the same number of New PubCo ordinary shares and all rights with respect to Rose Hill ordinary shares under such Rose Hill warrants will be converted into rights with respect to the applicable New PubCo ordinary shares.
In accordance with the terms and subject to the conditions of the Business
Combination Agreement, by virtue of the Second Merger, each Merger Sub ordinary
share that is issued and outstanding immediately prior to the Second Merger will
be converted into a number of New PubCo ordinary shares equal to the quotient of
(i) the Equity Value, divided by (ii) the number of Merger Sub ordinary shares
that are issued and outstanding immediately prior to the Second Merger, divided
by (iii)
In the event that the Specified Transaction Expenses exceed
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If, at any time following the Closing, the daily volume-weighted average price
("VWAP") of New PubCo ordinary shares is greater than or equal to (a)
In the event of a transaction that results in: (i) a Change of Control (as
defined in the Business Combination Agreement), then any
Representations, Warranties and Covenants
The parties to the Business Combination Agreement have made customary representations and warranties for transactions of this type. The representations and warranties made under the Business Combination Agreement will not survive the Closing except with respect to intentional fraud. In addition, the parties to the Business Combination Agreement have agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of the business and operations of Rose Hill and Prize and their respective subsidiaries prior to the Closing. The covenants under the Business Combination Agreement also will not survive the Closing unless they are, by their terms, required to be performed after the Closing. The parties agreed to, subject to certain exceptions, use commercially reasonable efforts to consummate the Proposed Transaction in the most expeditious manner practicable.
Extension Proposal
As promptly as reasonably practicable, and in any event no later than
twenty-five (25) business days following
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Conditions to Closing
The obligations of Rose Hill, Prize, AGH, New PubCo and Merger Sub to consummate
the Proposed Transaction are subject to the satisfaction or waiver of certain
customary conditions to Closing, including, among other things: (i) Rose Hill
having at least
Item 8.01 Other Events.
In connection with the execution of the Business Combination Agreement and for
purposes of obtaining equity financing on behalf of New PubCo at Closing, Prize
entered into a standby equity purchase agreement with a financial investor and
affiliate of
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a Proposed Transaction between Rose
Hill, Prize and New PubCo. 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. In connection with the Proposed Transaction described herein, Rose
Hill, Prize and/or New PubCo intend to file relevant materials with the
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
The documents filed by Rose Hill, Prize and/or New PubCo with the
Participants in the Solicitation
Rose Hill, Prize, New PubCo 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 Proposed Transaction. 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
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Rose Hill, Prize or New PubCo, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
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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 Proposed
Transaction between Prize, Rose Hill and New PubCo including statements
regarding the benefits of the Proposed Transaction, the anticipated timing of
the completion of the Proposed Transaction, 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 Proposed
Transaction 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 Proposed Transaction 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 Proposed Transaction 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 Proposed Transaction,
including the adoption of the Business Combination Agreement by the shareholders
of Rose Hill and Prize, 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 Proposed Transaction; (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 Proposed Transaction on Prize's business relationships, performance, and
business generally; (viii) risks that the Proposed Transaction 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 or the Proposed Transaction; (x) the ability
of New PubCo to meet Nasdaq listing standards at or following the consummation
of the Proposed Transaction; (xi) the ability to recognize the anticipated
benefits of the Proposed Transaction, 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 New
PubCo to retain its management and key employees; (xii) the ability to implement
business plans, forecasts, and other expectations after the completion of the
Proposed Transaction, 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 New PubCo 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; (xxii) the effects of COVID-19 or other
public health crises on Prize's business and results of operations and the
global economy generally; and (xxiii) costs related to the Proposed Transaction.
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 and proxy
statement/prospectus discussed above and other documents filed or to be filed by
Rose Hill, Prize and/or New PubCo from time to time with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Business Combination Agreement, dated as ofOctober 19, 2022 , by and among Rose Hill, Prize and AGH 10.1 Company Support Agreement 10.2 Sponsor Support Agreement 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
*Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K, Item 601(a)(5). Rose Hill agrees to furnish supplementally
a copy of all omitted exhibits and schedules to the
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