Item 7.01 Regulation FD Disclosure.
On
Furnished hereto as Exhibit 99.2 and incorporated by reference herein is the
investor presentation dated
The foregoing exhibits and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
The disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a Proposed Transaction between Rose
Hill and Prize. This Current Report on Form 8-K does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. In connection
with the Proposed Transaction described herein, Rose Hill, Prize and/or the
combined company intend to file relevant materials with the
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
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The documents filed by Rose Hill, Prize and/or the combined company with the
Participants in the Solicitation
Rose Hill, Prize, the combined company and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from Rose Hill's shareholders in connection with the Proposed
Transaction. A list of the names of such directors and executive officers, and
information regarding their interests in the business combination and their
ownership of Rose Hill's securities are, or will be, contained in Rose Hill's
filings with the
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Rose Hill, Prize or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the Proposed
Transaction between Prize and Rose Hill, including statements regarding the
benefits of the Proposed Transaction, the anticipated timing of the completion
of the Proposed Transaction, Prize's plans for expansion, Prize's ability to
improve its operations across the value chain and increase its productivity and
resilience to climate change, the products offered by Prize and the markets in
which it operates, the expected total addressable market for the products
offered by Prize, the sufficiency of the net proceeds of the Proposed
Transaction to fund Prize's operations, expansion plans and other business
plans, a potential PIPE offering, Prize's projected future results and the
expected composition of the board of directors of the combined company. These
forward-looking statements generally are identified by the words "believe,"
"project," "expected," "expect," "targeted," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plans," "planned," "may," "should,"
"will," "would," "will be," "will continue," "will likely result," and similar
expressions. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this document, including, but not limited to: (i)
the risk that the Proposed Transaction may not be completed in a timely manner
or at all, which may adversely affect the price of Rose Hill's securities; (ii)
the risk that the Proposed Transaction may not be completed by Rose Hill's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by Rose Hill; (iii) the failure
to satisfy the conditions to the consummation of the Proposed Transaction,
including the adoption of the Business Combination Agreement by the shareholders
of Rose Hill and Prize, the satisfaction of the minimum trust account amount
following redemptions by Rose Hill's public shareholders and the receipt of
certain governmental and regulatory approvals; (iv) the lack of a third-party
valuation in determining whether or not to pursue the Proposed Transaction; (v)
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Business Combination Agreement; (vi) the inability to
complete a PIPE offering; (vii) the effect of the announcement or pendency of
the Proposed Transaction on Prize's business relationships, performance, and
business generally; (viii) risks that the Proposed Transaction disrupts current
plans and operations of Prize as a result; (ix) the outcome of any legal
proceedings that may be instituted against Prize, Rose Hill or others related to
the Business Combination Agreement or the Proposed Transaction; (x) the ability
of the combined company to meet Nasdaq listing standards at or following the
consummation of the Proposed Transaction; (xi) the ability to recognize the
anticipated benefits of the Proposed Transaction, which may be affected by a
variety of factors, including changes in the competitive and highly regulated
industries in which Prize operates, variations in performance across
competitors, changes in laws and regulations affecting Prize's business and the
ability of Prize and the combined company to retain its management and key
employees; (xii) the ability to implement business plans, forecasts, and other
expectations after the completion of the Proposed Transaction, gauge and adapt
to industry or market trends and changing consumer preferences, and identify and
realize additional opportunities; (xiii) the risk of adverse or changing
economic conditions, including the impact of pricing and other actions by
Prize's competitors; (xiv) the impact of governmental trade restrictions,
including adverse governmental regulation that may impact Prize's ability to
access certain markets or continue to operate in certain markets; (xv) the risk
that Prize and its current and future growers and retailers have access to
sufficient liquidity to fund their operations; (xvi) the risk that Prize will
need to raise additional capital to execute its business plan, which may not be
available on acceptable terms or at all; (xvii) the risk that the combined
company experiences difficulties in managing its growth and expanding
operations; (xviii) the availability of sufficient labor during Prize's peak
growing and harvesting seasons; (xix) the risk of changing consumer preferences
or consumer demand for products such as those offered by Prize; (xx) the impact
of crop disease; (xxi) the risk that Prize is unable to secure or protect its
intellectual property; (xxii) the effects of COVID-19 or other public health
crises on Prize's business and results of operations and the global economy
generally; and (xxiii) costs related to the Proposed Transaction. The foregoing
list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the "Risk Factors"
section of the registration statement on Form F-4 and proxy statement/prospectus
discussed above and other documents filed or to be filed by Rose Hill, Prize
and/or the combined company from time to time with the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
99.1* Press Release, datedOctober 20, 2022 99.2* Investor Presentation, datedOctober 2022 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) * Furnished but not filed. 3
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