QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully this entire proxy statement, including any annexes hereto.
Why am I receiving this proxy statement?
This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the Extraordinary General Meeting to be held on January 5, 2023, or at any adjournments or postponement thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Extraordinary General Meeting.
Rose Hill is a blank check company incorporated on March 29, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. On October 18, 2021, Rose Hill consummated its IPO of its units, with each unit consisting of one Class A Ordinary Share and one-half of one redeemable warrant to purchase one Class A Ordinary Share, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 units.
Simultaneously with the closing of the IPO, Rose Hill completed the private sale of (i) an aggregate of 4,950,000 warrants to the Sponsor at a purchase price of $1.25 per warrant (the “Sponsor Private Placement Warrants”), generating gross proceeds to the Company of $6,187,500, (ii) an aggregate of 345,000 warrants to J.V.B. Financial Group, LLC at a purchase price of $1.25 per warrant (the “CCM Private Placement Warrants”), generating gross proceeds to the Company of $431,250 and (iii) an aggregate of 805,000 warrants to Cantor Fitzgerald & Co at a purchase price of $1.25 per warrant (the “UW Private Placement Warrants” and together with the Sponsor Private Placement Warrants and the CCM Private Placement Warrants, the “Private Placement Warrants”), generating gross proceeds to the Company of $1,006,250. The net proceeds from the IPO together with certain of the proceeds from the sale of the Private Placement Warrants, $146,625,000 in the aggregate, were placed in a trust account at J.P. Morgan Chase Bank, N.A. (“Trust Account”) maintained by Continental, acting as trustee.
Our Articles currently provides for the return of the IPO proceeds held in the Trust Account to the holders of public shares if we do not complete our initial business combination by January 18, 2023. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we do not complete our initial business combination by January 18, 2023, or if the Extension Proposal is approved, the Extended Date.
On October 20, 2022, the Company entered into a Business Combination Agreement with Prize and, for certain limited purposes, AGH, pursuant to which, and subject to the terms and conditions set forth therein, prior to the consummation of the Proposed Transaction (as defined below), (i) Prize will cause to be incorporated under the laws of the Cayman Islands, (a) an exempted company with limited liability to serve as “New PubCo” for all purposes under the Business Combination Agreement and (b) an exempted company with limited liability to serve as “Merger Sub” for all purposes under the Business Combination Agreement, (ii) Prize and AGH will cause to be incorporated under the laws of Chile, a simplified stock corporation that will serve as “HoldCo” for all purposes under the Business Combination Agreement, in each case, as a direct wholly owned subsidiary of Prize, (iii) promptly following the incorporation of New PubCo, Merger Sub and HoldCo, Prize and AGH will consummate the Pre-Closing Restructuring pursuant to which, among other things, all subsidiaries of Prize will become direct or indirect subsidiaries of HoldCo, HoldCo will become a wholly owned subsidiary of Merger Sub, and Merger Sub will become a wholly owned subsidiary of Prize.
Following the Pre-Closing Restructuring, at the closing of the Business Combination, (i) the Company will be merged with and into New PubCo with New PubCo continuing as the surviving entity and (ii) subsequent to the First Merger, Merger Sub will be merged with and into New PubCo with New PubCo continuing as the surviving entity.
The purpose of the Extension is to allow the Company more time to complete its previously announced Business Combination with Prize. If the closing of the Business Combination occurs prior to the scheduled date of the Extraordinary General Meeting, the Extraordinary General Meeting will be cancelled and will not be held.
While the Company and the other parties to the Business Combination Agreement are working toward satisfaction of the conditions to completion of the Business Combination, the Board has determined we will likely not have sufficient time before January 18, 2023, to complete the SEC review process and hold an extraordinary