Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On January 24, 2023, Rose Hill Acquisition Corporation (the "Company") received a notice (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company was no longer in compliance with certain requirements of the Nasdaq Listing Rules set forth in (i) 5450(b)(2)(B), requiring a minimum of 1,100,000 Publicly Held Shares, (ii) Listing Rule 5450(b)(2)(A), requiring a minimum of $50 million Market Value of Listed Securities, (iii) Listing Rule 5450(b)(2)(C), requiring a minimum of $15 million in Market Value of Publicly Held Shares and (iv) Listing Rule 5450(a)(2), requiring a minimum of 400 Total Holders (collectively, the "Nasdaq Listing Rules").

The Notice states that the Company has 14 calendar days from the date of the Notice to submit a plan to regain compliance with the Nasdaq Listing Rules. The Company intends to submit a compliance plan within the specified period and take all reasonable measures available to regain compliance under the Nasdaq Listing Rules. If Nasdaq accepts the compliance plan, the Company will be granted an extension of time to regain compliance with the Nasdaq Listing Rules. If Nasdaq does not accept the compliance plan, the Company will have the opportunity to appeal the decision to the Nasdaq Hearings Panel.

The Letter has no immediate effect on the listing of the Company's units, Class A ordinary shares or warrants on the Nasdaq Global Market while the Company prepares and submits a compliance plan.

There can be no assurance that the compliance plan will be accepted by Nasdaq or that the Company will be able to regain compliance with the minimum requirements under the Nasdaq Listing Rules or will otherwise be in compliance with other Nasdaq listing criteria.

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