Inversiones e Inmobilaria GHC Ltda entered into a definitive business combination agreement to acquire Rose Hill Acquisition Corporation (NasdaqGM : ROSE) from a group of shareholders for approximately $450 million in a reverse merger transaction on October 20, 2022. After the consummation of the business combination and depending on total redemptions and PIPE proceeds, existing Prize shareholders are expected to own approximately 80% of the shares of the combined company, Rose Hill Sponsor LLC ("Rose Hill Sponsor") is expected to own 1.7% of the shares, and the remaining shares are expected to be owned by PIPE investors, if any, and the non-redeeming public shareholders of Rose Hill. The proposed transaction also includes a share price-based earnout structure for Rose Hill Sponsor and existing Prize shareholders. Upon closing, the combined company expects its ordinary shares and warrants to trade on Nasdaq under the ticker symbols “PRZE” and “PRZE WS”, respectively. Felipe Canales, the former Chief Financial Officer of Axtel and Head of Strategy for Grupo Alfa and the current co-Chief Executive Officer of Rose Hill, will join the board as an independent director; Pablo Armas, Partner and Chief Executive Officer of Ameris Capital and current board member of Copeval, will join the board as an independent director, Albert Hill, co-founder and co-Chief Financial Officer of Rose Hill will join the board as a non-independent board member; and Juan Jose Rosas, co-founder and co-Chief Financial Officer of Rose Hill will join the company in the role of Chief Strategy Officer. As a result of the business combination, Prize and Rose Hill shareholders will exchange their shares for shares in a new combined company, which is expected to be publicly listed on the Nasdaq Global Market.

The transaction is subject to the satisfaction of customary closing conditions, including, among other things: (i) Rose Hill having at least $5,000,001 of net tangible assets following the redemption of its public shares in connection with the approval of the transaction, (ii) approval of the transaction by the required shareholders of each of Rose Hill and Inversiones e Inmobilaria, (iii) approval for listing on NASDAQ of the New PubCo ordinary shares to be issued in connection with the transaction, (iv) the registration statement on Form F-4 becoming effective, (v)execution of the Registration Rights Agreement and Lock-up Agreement, (vi) termination or expiration of applicable waiting period. The proposed transaction has been unanimously approved by the Boards of Directors of Rose Hill and the administrator of Prize. Rose Hill Acquisition Corporation announced the postponement of its extraordinary general meeting of shareholders (the “Meeting”) originally scheduled for January 5, 2023 until January 12, 2023. The proposed transaction is expected to close in the first quarter of 2023.

Alan Annex and Adam Namoury of Greenberg Traurig, LLP are U.S. legal advisor to Rose Hill and Mike Fitzgerald, Robert Leung, Joy Gallup, Lucas Rachuba and Arturo Carrillo of Paul Hastings LLP are U.S. legal advisor to Inversiones e Inmobilaria. Cohen Capital Markets is the capital markets advisor to Rose Hill. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Rose Hill Acquisition. Rose Hill Acquisition Corporation engaged Morrow Sodali LLC to assist in the solicitation of proxies for a fee of $30,000. Cohen & Company Capital Markets, LLC acted as financial advisor to Rose Hill Acquisition Corporation.