Rose Hill Acquisition Corp - Annual Report: 2022 (Form 10-K)

UNITED STATES

Commission File Number 001-40900

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1
PART I		2
Item 1.	Business	21
Item 1A.	Risk Factors	59
Item 1B.	Unresolved Staff Comments	59
Item 2.	Properties	59
Item 3.	Legal Proceedings	59
Item 4.	Mine Safety Disclosures	59
PART II		59
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	59
Item 6.	Reserved	60
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	60
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 8.	Financial Statements and Supplementary Data	65
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	65
Item 9A.	Controls and Procedures	65
Item 9B.	Other Information	66
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	66
PART III		67
Item 10.	Directors, Executive Officers and Corporate Governance	67
Item 11.	Executive Compensation	74
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	75
Item 13.	Certain Relationships and Related Transactions, and Director Independence	75
Item 14.	Principal Accounting Fees and Services	77
PART IV		78
Item 15.	Exhibits, Financial Statement Schedules	78
SIGNATURES		80
POWERS OF ATTORNEY		81

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our ability to select an appropriate target business or businesses;

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our expectations regarding the Business Combination with Prize (as defined below), including the expected benefits of the business combination and future value creation;

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our ability to complete our initial business combination, including the Business Combination with Prize;

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the advantages, benefits and growth potential of the Latin American market, including potential customers and the benefits and advantages of acquiring and operating a business in Latin America;

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our expectations around the performance of a prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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our potential ability to obtain additional financing to complete our initial business combination;

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our pool of prospective target businesses, including their industry and geographic location;

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our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic, global economy, financial markets or otherwise resulting from the conflict in Ukraine or any other geopolitical tensions and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases);

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our ability to continue our listing or PubCo’s (as defined below) on Nasdaq;

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the ability of our officers and directors to generate a number of potential business combination opportunities;

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our public securities’ potential liquidity and trading;

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the lack of a market for our securities;

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the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

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the Trust Account not being subject to claims of third parties;

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the risk of operating in foreign countries, including in Latin America; or

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our financial performance.

Item 1.

Business.

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Led and managed major public and private companies in Latin America including Axtel, Grupo Alfa, Sigma Alimentos and Hylsamex;

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Built partnerships and relationships with multinational corporations, best-in-class financial sponsors, family-owned businesses, and family offices across the region;

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Sourced, negotiated, and executed multi-billion-dollar M&A, transactions and equity and debt capital raisings in Latin America for over 18 years;

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Developed investing and operational expertise in Latin America through private equity investments, entrepreneurial endeavors, and board memberships;

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Recruited, retained, and managed high-performing management teams with proven track records; and

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Participated in the underwriting, co-sponsoring, and business combination efforts of SPAC transactions.

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Partners and former CEOs at private equity firms with substantial presence in Latin America, such as Ameris Capital, Portland Private Equity, Rio Bravo Investimentos, among others;

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Operators of major Latin American conglomerates, including Intercorp Perú Ltd, and former country Managing Partner for Brazil Accenture, a globally recognized consulting firm;

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Top investment bankers in the region such as the Head of Investment Banking at Santander Bank Mexico, the third largest bank in Mexico by assets, and former Head of UBS and Citigroup Investment Banking in Colombia.

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Infrastructure investments: Ongoing private and public investments in physical and digital infrastructure, such as (i) logistics and transport network infrastructure (ii) sustainable and clean energy generation capacity (iii) healthcare infrastructure, and (iv) digital connectivity including fiber, wireless towers and data centers;

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Largely underpenetrated services and product markets: Low penetration of financial services, insurance, and e-commerce services as a result of market inefficiencies, regulation, and economic underdevelopment. Wide and inexpensive mobile access is now available across the region (66% of Latin Americans own a smartphone) and increasing broadband penetration in major cities provide an opportunity for digitalization adoption in products and services across these markets;

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Strong private equity and venture capital activity: Private equity funding in Latin America increased at a 20.2% CAGR from 2011 to 2019 to $14.3 billion, while venture capital investment soared from $143.0 million in 2011 to $4.6 billion in 2019. We believe that these robust trends, along with the ongoing institutionalization for many family-owned and private companies, are leading indicators of the upcoming requirements of growth capital in the region;

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Technological and digital expansion: The COVID-19 pandemic exacerbated the rapid technological assimilation, digitalization, and cloud migration in Latin America, allowing companies to process and manage large quantities of information through big data and cloud adoption. In addition, enhanced automation in manufacturing continues to drive productivity across Latin America;

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Favorable macroeconomic tailwinds: (i) inflation rates in the region remaining stable at 2.87% from 2011 to 2019, excluding Argentina and Venezuela (ii) average unemployment rates remaining stable at approximately 7.0% from 2011 to 2019, (iii) low interest rates across Mexico, Brazil, Colombia, Chile and Peru, reducing companies’ cost of borrowing and shifting the region’s investment appetite into equities, and (iv) sustained increase in foreign direct investments (FDI) as a percentage of GDP, from 2.75% in 2009 to 3.16% in 2019, accelerating the inflow of capital and investment; and

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Favorable geopolitical environment: Existing trade tensions between the United States and China have resulted in new tariffs decreasing the low-cost competitive advantage of China. As a result, multinationals are relocating supply chains out of Asia (accelerated by the COVID-19 pandemic) into Latin America driven by favorable trade agreements, proximity, and cheap labor costs.

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Broader investor base: U.S. listed Latin American companies have access to a broader and sophisticated pool of investors, including emerging markets funds, Latin American long-only funds, qualified institutional buyers, Latin American pension funds, U.S. funds looking for emerging markets diversification, and retail investors. In contrast, Latin American local listing investors outside Brazil tend to be limited to local pension funds and select institutional investors, while retail participation remains low;

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Higher liquidity levels: Access to a broader investor base in the U.S. allows for higher average daily trading volume (ADTV) levels. For 2020, the total value traded in the NYSE and NASDAQ exchanges as a percentage of their market capitalization was 115%, compared to only 41% on average for the exchanges in Mexico, Brazil, Colombia, Chile, and Peru;

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Larger market size and higher risk appetite: The U.S. investor base has a vast breadth of experience analyzing and investing on emerging growth stories, as well as funding complex business models.

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Limited depth of local markets: The region’s domestic equity markets have limited depth, with an average combined stock market capitalization as a percentage of GDP of 51% in 2019 for the exchanges in Mexico, Brazil, Colombia, Chile, and Peru; compared to 175% for the U.S. markets; and

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Lower Market and Ownership Concentration: Latin America’s local markets are dominated by a few large company groups as a percentage of total capitalization, while their ownership is largely concentrated in local pension funds. The U.S. markets provide lower levels of ownership and market concentration, which in turn fosters liquidity levels.

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Healthcare: We intend to focus our search efforts on companies within the healthcare services, diagnostics, medical equipment, generic pharmaceutical laboratories, digital and telehealth subsectors. In our view, limited government healthcare spending and insufficient coverage represents an opportunity for private companies to grow and capture significant market share. In 2018, healthcare spending per capita in the region reached $666.9, compared to $4,899.6 for OECD countries, with out-of-pocket expenditures as a percentage of total health expenditures reaching 30.1%, compared to 13.7% for OECD countries. In addition, improvements in basic infrastructure have shifted the region’s disease burden from communicable diseases to chronic diseases such as obesity, diabetes, cardiovascular diseases and cancer; greatly increasing the demand potential for mobile health tracking, telemedicine, diagnostics, and cost-effective therapies. In 2020, subsector market sizes in Latin America for diagnostics and mobile health reached $2.72 billion and $3.53 billion respectively.

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Financial Services: We intend to target companies within the payments, transaction processing, asset management, insurtech, alternative lending, and digital banking subsectors. We believe a substantial opportunity exists in the financial services sector, specifically in digital banking and payments, given the region’s vastly underpenetrated banking systems coupled with an increase in both digitalization and broadband connectivity. As of May 1, 2021, approximately 50% of Latin Americans were unbanked, while 75% had access to internet connectivity, the majority being through mobile phones. Additionally, government regulators in countries such as Mexico and Brazil continue to lower barriers to entry that have historically prevented fintech companies from obtaining bank charters and lending licenses, while simultaneously promoting digital payment options and services. As a result, several fintech companies have emerged into traditionally underserved and untapped markets, providing efficient digital banking and B2B services for new consumers and merchants. In 2020, fintech venture capital funding in Latin America totaled $2.1 billion, representing a growth of 690% over the past five years.

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Technology and Digital Infrastructure: We intend to focus on companies within the cloudtech, software, data center, IT services, fiber and cell phone tower subsectors. We believe the young demographics, high penetration of smartphone usage, and large-scale digitalization of companies in Latin America have resulted in numerous technology companies emerging and rapidly building digital infrastructure. Additionally, Latin American businesses are increasingly outsourcing their IT functions to more cost-efficient solutions through cloud service, cybersecurity, and IT providers. The region’s cloud computing market is projected to increase at a CAGR of 22.4% from 2019 to 2023, primarily driven by the increase in demand for the hybrid cloud, IaaS, PaaS and SaaS segments. We will seek to capitalize on the region’s heavy wave of technology investments experienced from 2009 to 2020, which saw $16 billion invested across 2,800 tech startups and $4.2 billion of which was raised in 2020 alone. This funding has resulted in numerous high-growth, disruptive companies, now at a mature stage and well poised for a listing on public markets.

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Consumer Goods and E-commerce: We intend to focus on companies that access consumers through non-traditional digital channels and are data driven in their commercial approach. As demographics and income segmentation become more transparent in the region due to higher digital penetration and urbanization rates, including lower costs of acquiring data and accessing customer directly, we believe that e-commerce and e-services will continue gaining market share over traditional distribution and retail channels. As a percentage of total advertising expenditures, digital advertising in the region grew from 18% in 2015 to 39.1% in 2020, compared to 62.9% for the U.S. in 2020. Retail e-commerce in Latin America grew at a 16.5% CAGR since 2015 to $95.8 billion in 2020. In addition, COVID-19 exacerbated the growth in the e-commerce sector, with over 500 million consumers driven into lock-down regimes and 17% of such consumers attempting to execute an online purchase for the first time. Despite its recent expansion, the sector remains largely underpenetrated compared to developed economies, with e-commerce sales as a percentage of retail sales in the region of 5.6% in 2020, compared to 21.3% in the U.S.

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Industrials and Manufacturing: We intend to target industrials and manufacturing companies that produce value added and non-commoditized products, have unique competitive advantages, and cater to large domestic and export markets with emphasis on end-products in industries of high structural growth or requiring significant tacit knowledge, such as aerospace & defense or electric vehicles. In our view, the lower labor costs, sizeable domestic and export markets, integrated production ecosystems, and relative ease of access to inputs offers substantial opportunity for profitable manufacturing in the region. In addition, free trade agreements between the United States and 11 countries in Latin America and geographic proximity to the United States gives preferable access to the largest consumer end-market in the world. From an enterprise standpoint, COVID-19’s disruption of just-in-time manufacturing that traditionally relied on Asian markets has caused western multinationals to look to diversify their supply-chains globally. We believe Latin America is well poised to attract this diversification given its proximity, cost advantage and similar time zone to the U.S.

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Size: We intend to target companies whose pre-money valuation is between $400 million and $1 billion, determined by the sole discretion of our management team and according to reasonably accepted valuation standards and methodologies. We believe investing in companies of this size range offers, on average, higher growth potential and higher probability of stronger post business combination share price performance than larger capitalization stocks, as well as potential for favorable opportunities to invest in companies not accessible to large institutional investors. According to S&P data from 1990 to 2019, relative returns of small-cap indices such as S&P 600 and Russell 2000 have outperformed large-cap indices such as the S&P 500 Index.

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Growth: We intend to focus on companies with consistent and historical revenue and EBITDA growth. In addition, we will seek companies that are well-positioned to capture additional market share;

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Profitability: We intend to target established companies with demonstrated track records of profitability and operating cash flow through strong business fundamentals;

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Competitive Market Positioning: We expect to focus on companies that have achieved a strategic or sizable market position in a large addressable and growing industry, and in which a partnership with Rose Hill would provide a tangible opportunity to become a market leader through geographical expansion and/or higher market penetration within existing markets;

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Public-listing Readiness: We intend to seek companies that have the appropriate corporate governance, financial controls, and reporting processes in place to fulfill the regulatory requirements of a U.S. publicly traded entity;

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High-Quality Management Team: We expect to focus on companies with seasoned management teams with demonstrated track records and prepared to run a publicly traded company. We will devote significant time and effort into analyzing and reaching consensus with the target’s management and stakeholders to ensure their long-term strategy is aligned with our values and investment thesis; and

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Environmental, Social, and Governance (ESG): We intend to focus on companies which have a strong sense of commitment towards solving key issues in their communities and making a significant impact to society and all key stakeholders. We will seek companies with a commitment to social, economic, and environmental stewardship and sustainability, a desire to increase diversity, equality, and inclusion with their business, product, service offering, or the desire to serve a specific social purpose. We believe a strong commitment to purpose or identity, coupled with a sound underlying business, often results in the delivery of long-term stakeholder value.

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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

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cause us to depend on the marketing and sale of a single product or limited number of products or services.

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We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);

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Any of our directors, officers or substantial security holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or

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The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

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the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

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the expected cost of holding a shareholder vote;

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the risk that the shareholders would fail to approve the proposed business combination;

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other time and budget constraints of the company; and

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additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

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file proxy materials with the SEC.

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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Item 1A.

Risk Factors.

•	We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

•	Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.

•	Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares for cash which no assurance can be given will put you in a better future economic position.

•	If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

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As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

•	Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

•	The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination agreement or consummate an initial business combination.

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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure and could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

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The requirement that we consummate an initial business combination within the Extension Period (or such later date as approved by our shareholders) may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

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Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak, the global economy, financial markets or otherwise resulting from the conflict in Ukraine or any other geopolitical tensions.

•	We may not be able to consummate our initial business combination with Prize within the Extension Period, in which case (unless such date is extended by our shareholders) we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

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We have identified a material a material weakness in our internal controls over financial reporting and if we are unable to remediate the material weakness in a timely manner or if we experience additional material weaknesses in the future, we may not be able to accurately or timely report our financial condition or results of operations.

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If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.

•	Provisions in our Articles may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

•	The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.

•	Unlike some other similarly structured blank check companies, our sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.

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We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the Trust Account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination.

•	We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.

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After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.

•	The Business Combination may not be completed in a timely manner, or at all, which may adversely affect the price of our ordinary shares.

•	We may not be able to satisfy the conditions required to consummate the Business Combination or the post-combination business may be undercapitalized following the Business Combination if we are unable to complete a PIPE (as defined below) transaction.

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Our shareholders will experience immediate dilution as a consequence of the issuance of PubCo ordinary shares as consideration for the Business Combination and future sales of PubCo ordinary shares may cause the market for PubCo ordinary shares to drop significantly, even if the business is doing well.

•	Litigation or legal proceedings could expose any of Rose Hill, Prize and, following the consummation of the Business Combination, PubCo, to significant liabilities which may exceed estimates or assessments of the costs and may, in the case of PubCo, be excluded from covered by insurance.

•	We may be the target of securities class action and derivative lawsuits, which could expose Rose Hill or Prize to substantial costs and impact Rose Hill or Prizes’ liquidity and financial condition.

•	We may be, or PubCo may become, a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders.

•	If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

•	You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

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Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. In addition, there can be no assurance that the PubCo ordinary shares will be approved for listing on Nasdaq which may make it more difficult for investors to sell the securities or obtain accurate quotations as to the market value of such securities.

•	You will not be entitled to protections normally afforded to investors of many other blank check companies.

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Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.89 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

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If the net proceeds from the offering and the sale of the private placement warrants not being held in the Trust Account are insufficient to allow us to operate for the Extension Period (or such later date as may be approved by our shareholders), it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.

•	Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that our Class A ordinary shares are a “penny stock,” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends on our Class A ordinary shares;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

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could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and

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may not result in adjustment to the exercise price of our warrants.

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the history and prospects of companies whose principal business is the acquisition of other companies;

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prior offerings of those companies;

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our prospects for acquiring an operating business at attractive values;

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a review of debt-to-equity ratios in leveraged transactions;

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our capital structure;

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an assessment of our management and their experience in identifying operating companies;

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general conditions of the securities markets at the time of this offering; and

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other factors as were deemed relevant.

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costs and difficulties inherent in managing cross-border business operations;

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rules and regulations regarding currency redemption;

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complex withholding tax laws, including those relating to distributions or other payments;

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laws governing the manner in which future business combinations may be effected;

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exchange listing and/or delisting requirements;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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local or regional economic policies and market conditions;

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unexpected changes in regulatory requirements;

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longer payment cycles;

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tax issues, such as tax law changes and variations in tax laws as compared to the United States;

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currency fluctuations and exchange controls;

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rates of inflation;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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underdeveloped or unpredictable legal or regulatory systems;

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corruption;

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protection of intellectual property;

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social unrest, crime, strikes, riots and civil disturbances;

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regime changes and political upheaval;

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terrorist attacks, natural disasters and wars; and

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deterioration of political relations with the United States.

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PubCo ordinary shares issued to PIPE investors pursuant to a PIPE investment;

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PubCo ordinary shares granted pursuant to PubCo’s employee incentive plan(s);

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Pubco ordinary shares issued pursuant to an at-the-market issuance; and

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PubCo’s obligation to issue Earn-Out Shares to Prize of PubCo upon the achievement by PubCo of certain financial and share price milestones.

Item 1B.

Unresolved Staff Comments.

Item 2.

Properties.

Item 3.

Legal Proceedings.

Item 4.

Mine Safety Disclosures.

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 6.

[Reserved]

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures.

Item 9B.

Other Information.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Item 10.

Directors, Executive Officers and Corporate Governance.

Name		Age		Position
Felipe C. Canales		64		Co-Chief Executive Officer and Director
Marco A. Simental		48		Co-Chief Executive Officer and Director
Jose I. Mujica		46		Chief Strategy Officer
Albert G. Hill IV		24		Co-Chief Financial Officer and Director
Juan Jose Rosas		25		Co-Chief Financial Officer and Director
Katia Bouazza		53		Director
Mario Fleck		68		Director
Juan Manuel Fernandez		56		Director
Felipe Morris		69		Director
Cristian Moreno		49		Director
Pedro Molina		47		Director

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meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

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monitoring the independence of the independent registered public accounting firm;

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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

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inquiring and discussing with management our compliance with applicable laws and regulations;

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pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

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appointing or replacing the independent registered public accounting firm;

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determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

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monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and

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reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

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should have demonstrated notable or significant achievements in business, education or public service;

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should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

•

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

•

reviewing and approving the compensation of all of our other executive officers;

•

reviewing our executive compensation policies and plans;

•

implementing and administering our incentive compensation equity-based remuneration plans;

•

assisting management in complying with our proxy statement and annual report disclosure requirements;

•

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

•

producing a report on executive compensation to be included in our annual proxy statement; and

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

•

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

•

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

•

directors should not improperly fetter the exercise of future discretion;

•

duty to exercise powers fairly as between different sections of shareholders;

•

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

•

duty to exercise independent judgment.

Individual		Entity		Entity’s Business		Affiliation
Felipe C. Canales		Advent International		Asset Management		Operating Partner
		FC Financial Consulting		Financial Consulting		Managing Partner
		Arendal S.A. de CV		Engineering, Procurement and Construction		Board Member
Marco Simental		Andean Precious Metals Corp.		Precious Metals		Board Member
		Nomura Securities		Financial Services		Former Managing Director, Infrastructure & Power Finance
Jose I. Mujica		Ameris Capital		Asset Management		Partner and Board Member
		AC Perforaciones		Industrial Equipment		Executive Chairman
		Mall Barrio Independencia		Commercial Real Estate		Board Member
		Zerohotel		Hospitality		Board Member
Albert G. Hill IV		King and Queen Mattress Co.		Consumer / Retail Goods		Chief Financial Officer
Katia Bouazza		HSBC		Banking		Vice Chair
Juan Manuel Fernandez		Banco Santander Mexico		Banking		Managing Director—Head of Investment Banking and Corporate Finance
Felipe Morris		Intercorp Financial Services		Financial Services		Board Member
		Interseguro		Insurance		Chairman of the Board of Directors
		Interbank		Banking		Board Member
		Inteligo		Banking		Board Member
		Financiera OH!		Banking		Chairman of the Board of Directors
Mario Fleck		Acnext Capital		Asset Management		Partner
		EFM Capital		Consulting		Board Member
Cristian Moreno		Ameris Capital		Asset Management		Partner and President
		Copptech		Chemical and Biotecnology		Board member
Pedro Molina		Portland Private Equity		Asset Management		Investment Partner
		Grupo IGA S.A.S.		Restaurants		Board Observer and Alternate Director
		Celmedia		Technology, Media & Telecom		Board Member
		Merqueo S.A.S.		Grocery Wholesale		Board Member
		Clinica Oftamologica de San Diego S.A.S.		Medical		Board Member

•

Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our Articles (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the Extension Period (or such later date as may be approved by our shareholders) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if we fail to complete our initial business combination within the prescribed timeframe. If we do not complete our initial business combination within the prescribed timeframe, the private placement warrants will expire worthless. Except as described herein, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Subject to certain exceptions, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

•

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

Item 11.

Executive Compensation.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

•

each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

•

each of our executive officers, directors and director nominees; and

•

all our executive officers, directors and director nominees as a group.

		Class A Ordinary Shares								Class B Ordinary Shares(1)
		Beneficially Owned				Approximate Percentage of Issued and Outstanding Class A Ordinary Shares				Beneficially Owned				Approximate Percentage of Issued and Outstanding Class B Ordinary Shares
Name and Address of Beneficial Owner (2)
Rose Hill Sponsor LLC			4,000,000	(2)			94	%			1,031,250	(2)			100	%
Felipe C. Canales(3)			—				—	%			—				—	%
Marco Simental(3)			—				—	%			—				—	%
Jose I. Mujica (3)			—				—	%			—				—	%
Albert Hill IV			4,000,000	(2)			94	%			1,031,250	(2)			100	%
Juan Jose Rosas(3)			—				—	%			—				—	%
Katia Bouazza(3)			—				—	%			—				—	%
Juan Manuel Fernandez(3)			—				—	%			—				—	%
Felipe Morris(3)			—				—	%			—				—	%
Mario Fleck(3)			—				—	%			—				—	%
Cristian Moreno(3)			—				—	%			—				—	%
Pedro Molina(3)			—				—	%			—				—	%
Other 5% Beneficial Owners
All directors and officers as a group (11 individuals)			4,000,000				94	%			1,031,250				100	%

*	Less than one percent.

(1)	Unless otherwise noted, the business address of each of our shareholders is c/o Rose Hill Acquisition Corporation, 981 Davis Drive NW, Atlanta, GA 30327.

(2)

Represents shares held by our sponsor. Each of our officers and directors is a member of our sponsor. The shares held by our sponsor are beneficially owned by Albert Hill, our co-Chief Financial Officer and the managing member of our sponsor, who has voting and dispositive power over the shares held by our sponsor.

(3)	Does not include any shares held by our sponsor. This individual is a member of our sponsor, as described in footnote 2.

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

Item 14.

Principal Accounting Fees and Services.

Item 15.

Exhibits, Financial Statement Schedules

(a)

The following documents are filed as part of this Form 10-K:

(1)

Financial Statements:

	Page
Report of Independent Registered Public Accounting Firm (BDO USA, LLP; New York, New York; PCAOB ID #243)	F-3
Balance Sheets	F-4
Statements of Operations	F-5
Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	F-6
Statements of Cash Flows	F-7
Notes to Financial Statements	F-8

(2)

Financial Statement Schedules:

(3)

Exhibits

Exhibit Number		Description
2.1		Business Combination Agreement, dated as of October 19, 2022, by and among Rose Hill, Prize and AGH (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on October 25, 2022)
3.1		Amended and Restated Memorandum and Articles of Association. (incorporated by reference from Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on October 18, 2021)
4.1		Warrant Agreement, dated October 13, 2021, by and between the Company and Continental Stock Transfer  & Trust Company, as warrant agent (incorporated by reference from Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on October 18, 2021)
4.2*		Description of the Company’s securities
10.1		Letter Agreement, dated October 13, 2021, by and among the Company, its executive officers, its directors and Rose Hill Sponsor LLC (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 18, 2021)
10.2		Investment Management Trust Agreement, dated October 13, 2021, by and between the Company and Continental Stock Transfer  & Trust Company, as trustee (incorporated by reference from Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 18, 2021)

Exhibit Number		Description
10.3		Registration Rights Agreement, dated October 13, 2021, by and among the Company, Rose Hill Sponsor LLC, Cantor Fitzgerald  & Co., J.V.B. Financial Group, LLC and the other holders party thereto (incorporated by reference from Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on October 18, 2021).
10.4		Private Placement Warrants Purchase Agreement, dated October 13, 2021, by and between the Company and Rose Hill Sponsor LLC and J.V.B. Financial Group, LLC (incorporated by reference from Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on October 18, 2021).
10.5		Private Placement Warrants Purchase Agreement, dated October 13, 2021, by and between the Company and Cantor Fitzgerald  & Co. (incorporated by reference from Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on October 18, 2021).
10.6		Administrative Services Agreement, dated October 13, 2021, by and between the Company and Rose Hill Sponsor LLC (incorporated by reference from Exhibit 10.6 of the Company’s Current Report on Form 8-K filed on October 18, 2021).
10.7		Form of Indemnity Agreement (incorporated by reference from Exhibit 10.5 of the Company’s Registration Statement on Form S-1 (No. 333-259532) initially filed on September 21, 2021).
10.8		Company Support Agreement, dated October 19, 2022, by and between the Company, Prize and AGH (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 25, 2022)
10.9		Sponsor Support Agreement, dated October 19, 2022, by and between the Company, Rose Hill Sponsor LLC and Prize (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 25, 2022)
24*		Power of Attorney (included on signature page of this annual report).
31.1*		Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a)  under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a)  under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3		Certification of Principal Financial and Accounting Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4		Certification of Principal Financial and Accounting Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3		Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4		Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(101.INS)   Inline XBRL Instance Document

(101.SCH) Inline XBRL Taxonomy Extension Schema Document

(101.CAL) Inline XBRL Taxonomy Extension Calculation Linkbase Document

(101.DEF) Inline XBRL Taxonomy Extension Definition Linkbase Document

(101.LAB) Inline XBRL Taxonomy Extension Label Linkbase Document

(101.PRE) Inline XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

**	Furnished.

Item 15.

Form 10-K Summary.

	ROSE HILL ACQUISITION CORPORATION
	By:	/s/ Felipe Canales

		Name:	Felipe Canales
		Title:	Co-Chief Executive Officer

	By:	/s/ Marco Simental

		Name:	Marco Simental
		Title:	Co-Chief Executive Officer

Name		Position		Date
/s/ Felipe Canales		Co-Chief Executive Officer and Director		March 31, 2023
Felipe Canales		(Principal executive officer)
/s/ Marco Simental		Co-Chief Executive Officer and Director		March 31, 2023
Marco Simental		(Principal executive officer)
/s/ Albert G. Hill IV		Co-Chief Financial Officer and Director		March 31, 2023
Albert G. Hill IV		(Principal financial and accounting officer)
/s/ Juan Jose Rosas		Co-Chief Financial Officer and Director		March 31, 2023
Juan Jose Rosas		(Principal financial and accounting officer)
/s/ Katia Bouazza		Director		March 31, 2023
Katia Bouazza
/s/ Mario Fleck		Director		March 31, 2023
Mario Fleck
/s/ Juan Manuel Fernandez		Director		March 31, 2023
Juan Manuel Fernandez
/s/ Felipe Morris		Director		March 31, 2023
Felipe Morris
/s/ Cristian Moreno		Director		March 31, 2023
Cristian Moreno
/s/ Pedro Molina		Director		March 31, 2023
Pedro Molina

Report of Independent Registered Public Accounting Firm (BDO USA, LLP; New York, New York; PCAOB ID #243)	F-3
Financial Statements:
Balance Sheets	F-4
Statements of Operations	F-5
Statements of Changes in Ordinary Share Subject to Possible Redemption and Shareholders’ Deficit	F-6
Statements of Cash Flows	F-7
Notes to Financial Statements	F-8 to F-23