Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its shareholders at the Meeting (defined below), effective on January 12, 2023, Rose Hill Acquisition Corporation's (the "Company") Amended and Restated Articles of Association (the "Articles") were amended by special resolution. A copy of the amendment to the Articles is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 12, 2023, the Company held an extraordinary general meeting of shareholders (the "Meeting"). On November 30, 2022, the record date for the Meeting, there were 19,406,250 ordinary shares of the Company outstanding and entitled to be voted at the Meeting (consisting of 14,375,000 Class A ordinary shares and 5,031,250 Class B ordinary shares), approximately 90.47% of which were represented in person or by proxy at the Meeting.

The final results for each of the matters submitted to a vote of the Company's shareholders at the Meeting are as follows:

1. The Extension Proposal

The shareholders approved the proposal, as a special resolution, to amend the Articles to extend the date by which the Company must complete its initial business combination from January 18, 2023, to July 18, 2023. The voting results were as follows:



   FOR       AGAINST   ABSTAIN   BROKER NON-VOTES
17,538,271   19,531       -             -

2. The Clarification Proposal

The shareholders approved the proposal, as a special resolution, to amend the Articles to acknowledge and clarify that pursuant to the Articles, approval of the Company's initial business combination requires an ordinary resolution. The voting results were as follows:



   FOR       AGAINST   ABSTAIN   BROKER NON-VOTES
17,300,771   19,531    237,500          -

As there were sufficient votes to approve the Extension Proposal and the Clarification Proposal, the "Adjournment Proposal" described in the proxy statement was not presented to shareholders at the Meeting.




Item 8.01. Other Events.

In connection with the votes to approve the Extension Proposal and the Clarification Proposal, the holders of 14,118,106 Class A ordinary shares of the Company properly exercised their right to redeem their shares. Following such redemption, the amount of funds remaining in the Company's trust account is approximately $2.8 million.

Item 9.01. Financial Statements and Exhibits





(c) Exhibits:

Exhibit No.   Description
  3.1         Amendment to the Amended and Restated Articles of Association of Rose
              Hill Acquisition Corporation, effective as of January 12, 2023.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses