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)
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Cayman Islands
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001-40900
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N/A
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(State or other jurisdiction of incorporation)
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(Commission file number)
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(IRS Employer Identification No.)
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981 Davis Drive NW, Atlanta, GA 30327
(Address of principal executive offices) (Zip Code)
(607) 279 2371
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name, or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
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ROSEU
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Nasdaq Global Market
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Class A ordinary shares, par value $0.0001 per share
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ROSE
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Nasdaq Global Market
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
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ROSEW
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Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ROSE HILL ACQUISITION CORPORATION
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By:
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/s/ Albert Hill IV
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Albert Hill IV |
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Title:
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Co-Chief Financial Officer and Director |
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Date: January 27, 2023
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