QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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Page
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PART 1 — FINANCIAL INFORMATION
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Item 1.
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1
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1
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2
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3
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4
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5
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Item 2.
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18
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Item 3.
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21
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Item 4.
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22
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PART II — OTHER INFORMATION
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Item 6.
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23
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24
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June 30, 2023
(Unaudited)
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December 31,
2022
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ASSETS
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CURRENT ASSETS
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Cash
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$
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$
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Prepaid expenses
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Total current assets
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NON – CURRENT ASSETS
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Investments held in Trust Account
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Total Non – Current Assets
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TOTAL ASSETS
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$
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$
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LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT
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CURRENT LIABILITIES
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Accounts payable and accrued expenses
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$
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$
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Total current liabilities
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LONG TERM LIABILITIES
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Derivative warrant liabilities
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Deferred underwriting fee payable
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Total long-term liabilities
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Total liabilities
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COMMITMENTS AND CONTINGENCIES (NOTE 4)
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Class A ordinary shares subject to possible redemption, $
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SHAREHOLDERS’ DEFICIT
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Preference shares, $
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Class A ordinary shares; $
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Class B ordinary shares; $
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Additional paid-in capital
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Accumulated deficit
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(
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)
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(
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)
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||||
Total shareholders’ deficit
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(
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)
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(
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)
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||||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT
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$
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$
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For the Three Months Ended
June 30,
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For the Six Months Ended
June 30,
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|||||||||||||||
2023
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2022
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2023
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2022
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|||||||||||||
OPERATING EXPENSES
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General and administrative expenses
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$
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$
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$
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$
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||||||||
Loss from operations
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(
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)
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(
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)
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(
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)
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(
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)
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||||||||
Other income:
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||||||||||||||||
Earnings on investments held in Trust Account and other interest
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Recovery of offering costs allocated to warrants
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Change in fair value of warrants
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Total other income
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Net (loss) income
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$
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(
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)
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$
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$
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$
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|||||||
Weighted average shares outstanding of Class A ordinary shares subject to redemption
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||||||||||||
Basic and diluted net income per share, Class A ordinary shares subject to redemption
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$
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$
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$
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$
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Weighted average shares outstanding of Class A and Class B ordinary shares not subject to redemption
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Basic and diluted net (loss) income per share, Class A and Class B ordinary shares not subject to redemption
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$
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(
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)
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$
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(
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) |
$
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$
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Class A ordinary shares
subject to possible redemption
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Class A ordinary shares not
subject to possible redemption
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Class B
ordinary shares
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Additional
paid-in
capital
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Accumulated
deficit
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Total
Shareholders’
Deficit
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|||||||||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Shares | Amount | |||||||||||||||||||||||||||||||
Balance, January 1, 2023
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$
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$
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$
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$ | $ |
$
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$
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(
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)
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$
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(
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)
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|||||||||||||||||||
Redemptions
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( |
) | ( |
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Recovery of Deferred Underwriter Commissions
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— | |||||||||||||||||||||||||||||||||||
Remeasurement of redeemable Class A ordinary shares to redemption value
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—
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—
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— |
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(
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)
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(
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)
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Reclassification of Class B shares to Class A shares
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( |
) | ( |
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Net income
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—
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—
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Balance, March 31, 2023
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(
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)
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(
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)
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|||||||||||||||||||||
Remeasurement of redeemable Class A ordinary shares to redemption value
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— | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Redemptions
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( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Net loss
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— | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Balance, June 30, 2023
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$ |
$ |
$ |
$ |
$ |
$ |
$ |
( |
) | $ |
( |
) |
Class A ordinary shares
subject to possible redemption
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Class A ordinary shares not
subject to possible redemption
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Class B
ordinary shares
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Additional
paid-in
capital
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Accumulated
deficit
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Total
Shareholders’
Deficit
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|||||||||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Shares | Amount | |||||||||||||||||||||||||||||||
Balance, January 1, 2022
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$
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$
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$
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$ | $ |
$
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$
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(
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)
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$
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(
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)
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|||||||||||||||||||
Remeasurement of redeemable Class A ordinary shares to redemption value
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— | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Net income
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— | — | ||||||||||||||||||||||||||||||||||
Balance, March 31, 2022
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(
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)
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(
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)
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|||||||||||||||||||||||||||
Remeasurement of redeemable Class A ordinary shares to redemption value
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— | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||
Net income
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—
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—
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|||||||||||||||||||||||||||||
Balance, June 30, 2022
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$
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$
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$
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$ | $ |
$
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$
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(
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)
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$
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(
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)
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For the Six Months Ended June 30,
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||||||||
2023 | 2022 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||
Net income
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$
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$
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||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
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Earnings on investments held in Trust Account
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(
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)
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|||||
Recovery of offering costs allocated to warrants
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( |
) | ||||||
Change in fair value of warrants
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(
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)
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(
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)
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||||
Changes in operating assets and liabilities:
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||||||||
Prepaid expenses
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||||||
Accounts payable and accrued expenses
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Net cash provided by (used in) operating activities
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(
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)
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|||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||
Cash withdrawn from Trust Account in connection with redemption
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||||||||
Reinvestment of dividend income on Trust Account
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( |
) | ||||||
Net cash provided by investing activities
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||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Redemption of Class A common stock subject to possible redemption
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( |
) | ||||||
Net cash used in financing activities
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( |
) | ||||||
NET CHANGE IN CASH
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$
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(
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)
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$
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(
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)
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CASH, BEGINNING OF PERIOD
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||||||
CASH, END OF PERIOD
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$
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$
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||||
Non-cash investing and financing activities:
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||||||||
Reclassification of Class B shares to Class A shares
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$
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$
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||||
Impact of the recovery of deferred commission by the underwriters
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$
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$
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Remeasurement of redeemable Class A ordinary shares to redemption value
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$
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$
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• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
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•
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Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for
identical or similar instruments in markets that are not active; and
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•
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Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which
one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the
fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
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Net loss
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$
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(
|
)
|
|
Less: Accretion of temporary equity to redemption value
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(
|
)
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||
Net loss excluding accretion of temporary equity to redemption
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$
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(
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)
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Class A shares
subject to
redemption
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Class A and
Class B shares
not subject to
redemption
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Total
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||||||||||
Weighted Average Shares outstanding
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|
|||||||||
Ownership percentage
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%
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%
|
||||||||
Total loss allocated
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$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
Less: Accretion allocated based on ownership percentage
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Plus: Accretion applicable to Class A redeemable shares
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|
|
|
|||||||||
Total income (loss) by class
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Weighted Average Shares outstanding
|
|
|
|
|||||||||
Income (loss) per share
|
$
|
|
$
|
(
|
)
|
Net income
|
$
|
|
||
Less: Accretion of temporary equity to redemption value
|
(
|
)
|
||
Net income excluding accretion of temporary equity to redemption
|
$
|
(
|
)
|
Class A shares
subject to
redemption
|
Class A and
Class B shares
not subject to
redemption
|
Total
|
||||||||||
Weighted Average Shares outstanding | ||||||||||||
Ownership percentage
|
|
%
|
|
%
|
||||||||
Total income allocated
|
$
|
|
$
|
|
$
|
|
||||||
Less: Accretion allocated based on ownership percentage
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Plus: Accretion applicable to Class A redeemable shares
|
|
|
|
|||||||||
Total income by class
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Weighted Average Shares outstanding
|
|
|
|
|||||||||
Income per share
|
$
|
|
$
|
|
Net income
|
$
|
|
||
Less: Accretion of temporary equity to redemption value
|
(
|
)
|
||
Net income excluding accretion of temporary equity to redemption
|
$
|
|
Class A shares
subject to
redemption
|
Class B shares
not subject to
redemption
|
Total
|
||||||||||
Weighted Average Shares outstanding
|
|
|
|
|||||||||
Ownership percentage
|
|
%
|
|
%
|
||||||||
Total income allocated
|
$
|
|
$
|
|
$
|
|
||||||
Less: Accretion allocated based on ownership percentage
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Plus: Accretion applicable to Class A redeemable shares
|
|
|
|
|||||||||
Total income by class
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$
|
|
$
|
|
$
|
|
||||||
Weighted Average Shares outstanding
|
|
|
|
|||||||||
Income per share
|
$
|
|
$
|
|
Net income
|
$
|
|
||
Less: Accretion of temporary equity to redemption value
|
(
|
)
|
||
Net income excluding accretion of temporary equity to redemption
|
$
|
|
Class A shares
subject to
redemption |
Class A and
Class B shares
not subject to
redemption
|
Total
|
||||||||||
Weighted Average Shares outstanding | ||||||||||||
Ownership percentage
|
|
%
|
|
%
|
||||||||
Total income allocated
|
$
|
|
$
|
|
$
|
|
||||||
Less: Accretion allocated based on ownership percentage
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Plus: Accretion applicable to Class A redeemable shares
|
|
|
|
|||||||||
Total income by class
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$
|
|
$
|
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$
|
|
||||||
Weighted Average Shares outstanding
|
|
|
|
|||||||||
Income per share
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$
|
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$
|
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•
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in whole and not in part;
|
•
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at a price of $
|
•
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upon a minimum of
|
•
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if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $
|
Level 1
|
Level 2
|
Level 3
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||||||||||
Assets:
|
||||||||||||
U.S. Money Market Funds
|
$
|
|
$
|
|
$
|
|
||||||
Liabilities:
|
||||||||||||
Warrant Liability - Public Warrants
|
$
|
|
$
|
|
$
|
|
||||||
Warrant Liability - Private Warrants
|
$
|
|
$
|
|
$
|
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
Assets:
|
||||||||||||
U.S. Money Market Funds
|
$
|
|
$
|
|
$
|
|
||||||
Liabilities:
|
||||||||||||
Warrant Liability - Public Warrants
|
$
|
|
$
|
|
$
|
|
||||||
Warrant Liability - Private Warrants
|
$
|
|
$
|
|
$
|
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
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Item 4. |
Controls and Procedures
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Item 6. |
Exhibits.
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Amendment No. 1 to The Sponsor Support Agreement, dated as of July 31, 2023, by and among Rose Hill Acquisition Corporation, Rose Hill Sponsor LLC,
Inversiones e Inmobilaria GHC Ltda and Prize SuperFoods (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 4, 2023.
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Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
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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.
|
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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.
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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101.INS*
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
|
104*
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document, which is contained in Exhibit 101).
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
ROSE HILL ACQUISITION CORPORATION
|
||
Date: August 15, 2023
|
By:
|
/s/ Felipe Canales
|
Name:
|
Felipe Canales
|
|
Title:
|
Co-Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
||
Date: August 15, 2023
|
By:
|
/s/ Marco Simental
|
Name:
|
Marco Simental
|
|
Title:
|
Co-Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
||
Date: August 15, 2023
|
By:
|
/s/ Albert Hill IV
|
Name:
|
Albert Hill IV
|
|
Title:
|
Co-Chief Financial Officer and Director
|
|
(Principal Financial and Accounting Officer)
|
||
Date: August 15, 2023
|
By:
|
/s/ Juan Jose Rosas
|
Name:
|
Juan Jose Rosas
|
|
Title:
|
Co-Chief Financial Officer and Director
|
|
(Principal Financial and Accounting Officer)
|
1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, of Rose Hill Acquisition Corporation;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date: August 15, 2023
|
By:
|
/s/ Felipe Canales
|
|
Felipe Canales
|
|||
Co-Chief Executive Officer and Director
|
|||
(Principal Executive Officer)
|
1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, of Rose Hill Acquisition Corporation;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date: August 15, 2023
|
By:
|
/s/ Marco Simental
|
|
Marco Simental
|
|||
Co-Chief Executive Officer and Director
|
|||
(Principal Executive Officer)
|
1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, of Rose Hill Acquisition Corporation;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date: August 15, 2023
|
By:
|
/s/ Albert Hill IV
|
|
Albert Hill IV
|
|||
Co-Chief Financial Officer and Director
|
|||
(Principal Financial and Accounting Officer)
|
1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, of Rose Hill Acquisition Corporation;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date: August 15, 2023
|
By:
|
/s/ Juan Jose Rosas
|
|
Juan Jose Rosas
|
|||
Co-Chief Financial Officer and Director
|
|||
(Principal Financial and Accounting Officer)
|
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 15, 2023
|
By:
|
/s/ Felipe Canales
|
|
Felipe Canales
|
|||
Co-Chief Executive Officer and Director
|
|||
(Principal Executive Officer)
|
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 15, 2023
|
By:
|
/s/ Marco Simental
|
|
Marco Simental
|
|||
Co-Chief Executive Officer and Director
|
|||
(Principal Executive Officer)
|
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 15, 2023
|
By:
|
/s/ Albert Hill IV
|
|
Albert Hill IV
|
|||
Co-Chief Financial Officer and Director
|
|||
(Principal Financial and Accounting Officer)
|
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 15, 2023
|
By:
|
/s/ Juan Jose Rosas
|
|
Juan Jose Rosas
|
|||
Co-Chief Financial Officer and Director
|
|||
(Principal Financial and Accounting Officer)
|
CONDENSED STATEMENTS OF CHANGES IN REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT (UNAUDITED) - USD ($) |
Ordinary Shares [Member]
Class B Ordinary Shares [Member]
|
Class A Ordinary Shares Subject to Possible Redeemable [Member]
Class A Ordinary Shares [Member]
|
Class A Ordinary Shares Not Subject to Possible Redemption [Member]
Class B Ordinary Shares [Member]
|
Additional Paid-in Capital [Member] |
Accumulated Deficit [Member] |
Total |
---|---|---|---|---|---|---|
Beginning balance at Dec. 31, 2021 | $ 503 | $ 146,625,000 | $ 0 | $ 0 | $ (12,607,205) | $ (12,606,702) |
Beginning balance (in shares) at Dec. 31, 2021 | 5,031,250 | 14,375,000 | 0 | |||
Redemptions (in shares) | 0 | |||||
Recovery of Deferred Underwriter Commissions | $ 0 | |||||
Remeasurement of redeemable Class A ordinary shares to redemption value | 0 | $ 17,509 | $ 0 | 0 | (17,509) | (17,509) |
Net income | 0 | 0 | 0 | 0 | 2,681,318 | 2,681,318 |
Ending balance at Mar. 31, 2022 | $ 503 | $ 146,642,509 | $ 0 | 0 | (9,943,396) | (9,942,893) |
Ending balance (in shares) at Mar. 31, 2022 | 5,031,250 | 14,375,000 | 0 | |||
Beginning balance at Dec. 31, 2021 | $ 503 | $ 146,625,000 | $ 0 | 0 | (12,607,205) | (12,606,702) |
Beginning balance (in shares) at Dec. 31, 2021 | 5,031,250 | 14,375,000 | 0 | |||
Net income | 2,809,665 | |||||
Ending balance at Jun. 30, 2022 | $ 503 | $ 146,840,491 | $ 0 | 0 | (10,013,031) | (10,012,528) |
Ending balance (in shares) at Jun. 30, 2022 | 5,031,250 | 14,375,000 | 0 | |||
Beginning balance at Mar. 31, 2022 | $ 503 | $ 146,642,509 | $ 0 | 0 | (9,943,396) | (9,942,893) |
Beginning balance (in shares) at Mar. 31, 2022 | 5,031,250 | 14,375,000 | 0 | |||
Remeasurement of redeemable Class A ordinary shares to redemption value | $ 0 | $ 197,982 | $ 0 | 0 | (197,982) | (197,982) |
Net income | 0 | 0 | 0 | 0 | 128,347 | 128,347 |
Ending balance at Jun. 30, 2022 | $ 503 | $ 146,840,491 | $ 0 | 0 | (10,013,031) | (10,012,528) |
Ending balance (in shares) at Jun. 30, 2022 | 5,031,250 | 14,375,000 | 0 | |||
Beginning balance at Dec. 31, 2022 | $ 503 | $ 148,742,661 | $ 0 | 0 | (8,514,726) | (8,514,223) |
Beginning balance (in shares) at Dec. 31, 2022 | 5,031,250 | 14,375,000 | 0 | |||
Redemptions | $ 0 | $ (146,259,586) | $ 0 | 0 | 0 | 0 |
Redemptions (in shares) | 0 | (14,118,106) | 0 | |||
Recovery of Deferred Underwriter Commissions | $ 0 | $ 0 | $ 0 | 0 | 5,416,775 | 5,416,775 |
Remeasurement of redeemable Class A ordinary shares to redemption value | 0 | 399,927 | 0 | 0 | (399,927) | (399,927) |
Reclassification of Class B shares to Class A shares | $ (400) | $ 0 | $ 400 | 0 | 0 | 0 |
Reclassification of Class B shares to Class A shares (in shares) | (4,000,000) | 0 | 4,000,000 | |||
Net income | $ 0 | $ 0 | $ 0 | 0 | 941,337 | 941,337 |
Ending balance at Mar. 31, 2023 | $ 103 | $ 2,883,002 | $ 400 | 0 | (2,556,541) | (2,556,038) |
Ending balance (in shares) at Mar. 31, 2023 | 1,031,250 | 256,894 | 4,000,000 | |||
Beginning balance at Dec. 31, 2022 | $ 503 | $ 148,742,661 | $ 0 | 0 | (8,514,726) | (8,514,223) |
Beginning balance (in shares) at Dec. 31, 2022 | 5,031,250 | 14,375,000 | 0 | |||
Net income | 531,910 | |||||
Ending balance at Jun. 30, 2023 | $ 103 | $ 2,917,376 | $ 400 | 0 | (3,000,353) | (2,999,850) |
Ending balance (in shares) at Jun. 30, 2023 | 1,031,250 | 256,893 | 4,000,000 | |||
Beginning balance at Mar. 31, 2023 | $ 103 | $ 2,883,002 | $ 400 | 0 | (2,556,541) | (2,556,038) |
Beginning balance (in shares) at Mar. 31, 2023 | 1,031,250 | 256,894 | 4,000,000 | |||
Redemptions | $ (11) | |||||
Redemptions (in shares) | (1) | |||||
Remeasurement of redeemable Class A ordinary shares to redemption value | $ 0 | $ 34,385 | $ 0 | 0 | (34,385) | (34,385) |
Net income | 0 | 0 | 0 | 0 | (409,427) | (409,427) |
Ending balance at Jun. 30, 2023 | $ 103 | $ 2,917,376 | $ 400 | $ 0 | $ (3,000,353) | $ (2,999,850) |
Ending balance (in shares) at Jun. 30, 2023 | 1,031,250 | 256,893 | 4,000,000 |
Description of Organization and Business Operations |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations |
Note 1 — Description of Organization and Business Operations
Rose Hill Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on March 29, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”).
The Company is not limited to a particular industry or geographic region for purposes of consummating an Initial Business Combination. The Company is an early stage
and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of June 30, 2023, the Company had not commenced any operations. Activity through June 30, 2023, relates to the Company’s formation and initial public offering
(“IPO”), which is described below and, since the IPO, the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest.
The Company generates non-operating income in the form of earnings on investments from the proceeds derived from the IPO.
The registration statement for the Company’s IPO was declared effective on October 13, 2021. On October 18, 2021, the Company consummated the IPO
of 12,500,000 units (“Units”) with respect to the Class A ordinary shares included in the units being offered (the “Public Shares”)
at $10.00 per unit generating gross proceeds of $125,000,000.
The Company had until January 18, 2023, 15 months from the closing of the IPO to complete an Initial Business Combination. On January 12, 2023, the
shareholders approved a proposal, as a special resolution, to amend the Company’s amended and restated memorandum and articles of association (“Articles”) to extend the date by which the Company must complete its Initial Business
Combination from January 18, 2023, to July 18, 2023 (“Extension Proposal”). Additionally, the shareholders approved a 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 (“Clarification Proposal”). In connection with the vote to approve the Extension Proposal and Clarification Proposal, the holders of 14,118,106 Class A ordinary shares of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $10.36 per share, for an aggregate redemption amount of approximately $146,000,000 million. Following such redemption, the amount of funds remaining in the Company’s trust account was approximately $2.8 million.
On June 29, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”). The Company’s 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 July 18, 2023, to January 18, 2024. In connection with the vote to approve the Extension Proposal, the holder of one
Class A ordinary share of the Company exercised their right to redeem their share for a total redemption amount of $11.
Following the closing of the IPO, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants, including the amounts generated from the
exercise of the underwriters’ over-allotment option, was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended
(the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a
money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business
Combination and (ii) the distribution of the Trust Account, as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. There is no assurance that the Company will be able to complete an Initial Business Combination successfully.
The Company must complete one or more Initial Business Combinations having an aggregate fair market value of at least 80% of the
assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account at the time of the agreement to enter into the Initial Business Combination. However, the Company will only
complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to
successfully effect an Initial Business Combination.
The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public
Shares upon the completion of an Initial Business Combination either (i) in connection with a shareholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will
seek shareholder approval of an Initial Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust
Account. There will be no redemption rights with respect to the Company’s warrants.
All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is
a shareholder vote or tender offer in connection with the Company’s Initial Business Combination and in connection with certain amendments to the Articles. In accordance with the rules of the SEC and its guidance on redeemable equity instruments,
which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be
classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the
allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes
in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the
redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or
remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001 in connection with approval of an Initial Business Combination, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place.
Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an
agreement relating to the Company’s Initial Business Combination. If the Company seeks shareholder approval of the Initial Business Combination, the Company will proceed with an Initial Business Combination if a majority of the shares voted are
voted in favor of the Initial Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold
a shareholder vote for business or other reasons, the Company will, pursuant to its Articles conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing an Initial Business
Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to
redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with an Initial Business Combination, Rose Hill Sponsor LLC (the
“Sponsor”) has agreed to vote its Founder Shares (as defined below) and any Public Shares purchased during or after the IPO in favor of approving an Initial Business Combination. Additionally, each Public Shareholder may elect to redeem their
Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
Notwithstanding the foregoing, the Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person
with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company.
The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Articles that would affect
the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete an Initial
Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their shares of Class A ordinary shares in conjunction with any such amendment.
If the Company is unable to complete an Initial Business Combination during the Combination Period, the Company will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than
business days thereafter, redeem the Public Shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes
(less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption
will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the
requirements of other applicable law.
On January
24, 2023, the Company received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with certain requirements of the Nasdaq
Listing Rules set forth in (i) 5450(b)(2)(B), requiring a minimum of 1,100,000 Publicly Held Shares, (ii) Listing Rule 5450(b)(2)(A),
requiring a minimum of $50 million Market Value of Listed Securities, (iii) Listing Rule 5450(b)(2)(C), requiring a minimum of $15 million in Market Value of Publicly Held Shares and (iv) Listing Rule 5450(a)(2), requiring a minimum of 400 Total Holders (collectively, the “Nasdaq Listing Rules”).
On March 24, 2023, Nasdaq granted the
Company an extension until July 24, 2023, by which time the Company must file with the SEC and Nasdaq a public document showing compliance with the Nasdaq Listing Rules. If the Company is unable to regain compliance with the Nasdaq Listing
Rules by July 24, 2023, it may be subject to delisting procedures as set forth in the Nasdaq continued listing rules.
On July 26, 2023, the Company received a delisting determination letter (the
“Determination Letter”) from the Staff notifying the Company that (i) it had not regained compliance with Nasdaq Listing Rule 5550(a)(4) requiring a minimum of 500,000 publicly held shares and (ii) the Company’s Class A ordinary shares, warrants and units would be subject to delisting from The Nasdaq Capital Market. The Determination Letter
further noted that, unless the Company requests an appeal of the Staff’s determination with the Nasdaq Hearings Panel (the “Panel”), trading of the Company’s Class A ordinary shares, warrants and units on The Nasdaq Capital Market would be
suspended at the opening of business on August 4, 2023, and a Form 25-NSE would be filed with the SEC removing the Company’s securities from listing and registration on The Nasdaq Capital Market.
With respect to the Determination Letter, on August 1, 2023, the Company
requested a hearing before the Panel to appeal the Staff’s determination. The hearing before the Panel is expected to occur on October 5, 2023. The hearing request will stay the suspension and delisting of the Company’s securities pending a
decision by the Panel. The Panel may, in its discretion, grant the Company an additional compliance period to regain compliance and maintain its Nasdaq listing; however, there can be no assurance that the Panel will grant such additional time.
Conversion of Class B Ordinary Shares held by the Sponsor
On
February 28, 2023, the Sponsor converted 4,000,000 of its Class B ordinary shares to Class A ordinary shares on a 1:1 basis as part of the Company’s plan to regain compliance with the Nasdaq Listing Rules. The Sponsor’s converted Class A ordinary shares are not
subject to redemptions and have no rights to funds in the Trust Account.
Founder
Shares
Founder Shares refers to the 5,031,250 Class B ordinary shares acquired by the Sponsor prior to the IPO and following the conversion of the Sponsor’s Class B ordinary shares on
February 28, 2023, consists of 1,031,250 Class B ordinary shares and 4,000,000 non-redeemable Class A ordinary shares held by the Sponsor.
The 1,031,250 Class B ordinary shares held by the Sponsor will automatically convert into Class A ordinary shares at the time of the Company’s Initial
Business Combination and are subject to certain transfer restrictions. Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment, at any time.
The Initial
Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a
liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.
The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares (including the Class A ordinary shares held by the Sponsor)
if the Company fails to complete an Initial Business Combination during the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust
Account with respect to such Public Shares if the Company fails to complete an Initial Business Combination during the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 4) held
in the Trust Account in the event the Company does not complete an Initial Business Combination during the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available
to fund the redemption of the Public Shares. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the
Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who
executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such
third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent
registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern and Liquidity
As of June 30, 2023, the Company had $3,577 in its
operating bank accounts, $2,917,376 in securities held in the Trust Account to be used for an Initial Business Combination or to
repurchase or redeem its ordinary shares in connection therewith and a working capital deficit of $1,167,662.
Until the consummation of an Initial Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective
acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Initial Business Combination. The Company
will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company
funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing.
If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be
limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed financial statements. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the
recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Business Combination
with Prize
Business Combination
Agreement
On October 20, 2022,
the Company entered into a Business Combination Agreement with Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (“Prize”) and, for certain limited purposes, Alejandro García Huidobro Empresario
Individual (“AGH”) (as amended on July 17, 2023 and as it may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which, and subject to the terms and conditions set forth
therein, prior to the consummation of the Business Combination (as defined below), (i) Prize caused to be incorporated under the laws of the Cayman Islands, (a) an exempted company with limited liability to serve as “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 caused 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 and (iii) Prize and AGH will consummate a 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
(collectively, the “Pre-Closing Restructuring”).
Following the
Pre-Closing Restructuring, at the closing of the Business Combination, (i) the Company will be merged with and into PubCo with PubCo continuing as the surviving entity (the “First Merger”) and (ii) subsequent to the First Merger, Merger Sub will
be merged with and into PubCo with PubCo continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”) (such transactions and those otherwise contemplated by the Business Combination Agreement,
collectively, the “Business Combination”).
The terms of the
Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the Business Combination, are summarized below. Capitalized terms used in this Quarterly Report for
the quarter ended June 30, 2023 (“Quarterly Report”) but not otherwise defined herein have the meanings given to them in the Business Combination Agreement, which is included as an exhibit to our Annual Report on Form 10-K for the year ended
December 31, 2022.
Consideration
In accordance with
the terms and subject to the conditions of the Business Combination Agreement, by virtue of the First Merger, (i) each Rose Hill ordinary share that is issued and outstanding immediately prior to the First Merger will be converted into one
validly issued, fully paid and non-assessable PubCo ordinary share, and (ii) all outstanding warrants to purchase ordinary shares of Rose Hill will be converted into warrants to purchase the same number of PubCo ordinary shares and all rights
with respect to Rose Hill ordinary shares under such Rose Hill warrants will be converted into rights with respect to the applicable PubCo ordinary shares.
In accordance with
the terms and subject to the conditions of the Business Combination Agreement, by virtue of the Second Merger, each Merger Sub ordinary share that is issued and outstanding immediately prior to the Second Merger will be converted into a number of
PubCo ordinary shares equal to the quotient of (i) the Equity Value, divided by (ii) the number of Merger Sub ordinary shares that are issued and outstanding immediately prior to the Second Merger, divided by (iii) $10.00. The “Equity Value” under the Business Combination Agreement is an amount equal to (i) $328,000,000, minus (ii) the lesser of (a) the aggregate amount of transaction expenses (the “Specified Transaction Expenses”) of Prize and the Company (other than those
expenses incurred in respect of obtaining an equity line of credit or similar financing arrangement to be in place and available to PubCo as of the closing of the Business Combination (“Closing”)) and (b) $10,000,000.
In the event that the
Specified Transaction Expenses exceed $10,000,000, then the number of PubCo ordinary shares otherwise issuable to Rose Hill Sponsor LLC
(the “Sponsor”) under the Business Combination Agreement will be decreased by a number of shares equal to the amount of such excess divided by $10.00.
On July 17, 2023,
Rose Hill, Prize and AGH, entered into Amendment No. 1 to Business Combination Agreement (the “Amendment”), pursuant to which the parties amended the Business Combination Agreement to (i) clarify the amount of shares to be issued by Merger Sub to
Prize in connection with the Pre-Closing Restructuring (ii) permit Prize and AGH to solicit, initiate, enter into or continue discussions, negotiations or transactions with, or encourage or respond to any inquiries or proposals by, or provide any
information to, any Person, concerning any merger, consolidation, sale of ownership interests and/or substantial portion of the assets, recapitalization or similar transaction of, by or involving Prize, HoldCo, PubCo or Merger Sub and terminate
the BCA to enter into a definitive agreement with respect to any such transaction, in each case, until such time as Rose Hill, Prize and applicable investors agree in writing to the key economic terms of subscription agreements with respect to
PIPE investments that, if consummated, would result in the receipt of proceeds of at least $50.0 million in the aggregate to PubCo in
connection with the consummation of the Closing, and (iii) extend the date by which either Rose Hill, Prize or AGH can terminate the Business Combination Agreement, if the transactions contemplated thereby have not been consummated by such date,
from July 18, 2023 to October 18, 2023.
Additionally, Prize
has agreed to pay certain operating costs of the Company. For the three and six months ended June 30, 2023, Prize has reimbursed the Company $35,000
and $105,000, respectively, in operating costs. The Company accounts for these funds as contra-expenses in the statements of
operations.
Earn-Out Shares
If, at any time
following the Closing, the daily volume-weighted average price (“VWAP”) of PubCo ordinary shares is greater than or equal to (a) $18.00,
(b) $22.00, (c) $26.00,
or (d) $30.00 in each case, over any
(30) days on which the PubCo ordinary shares are tradeable on Nasdaq (“Trading Days”) within any consecutive (45) Trading Day period then
PubCo will issue 2,948,800 PubCo ordinary shares to Prize (“Earn-Out Shares”) after the occurrence of each such consecutive (45) Trading Day period. For
the avoidance of doubt, Prize may be entitled to receive a maximum of 11,795,200 Earn-Out Shares in the aggregate in respect of the
occurrence of all four Earn-Out Events.Registration Rights and Lock-up Agreement
In connection with
the Closing of the Business Combination Agreement, PubCo, the Sponsor, Prize and certain other parties thereto will enter into a registration rights and lock-up agreement (the “Registration Rights and Lock-Up Agreement”), which, among other
things, (i) effective as of the Closing, terminates and replaces the current registration rights agreement, dated as of October 13, 2021, by and among Rose Hill, the Sponsor and the other parties thereto, (ii) provides that PubCo will be
obligated to file a registration statement to register the resale of certain PubCo ordinary shares held by Sponsor, Prize and certain other parties thereto, at the consummation of the Business Combination, (iii) provides certain parties thereto
including Prize, certain demand and piggyback registration rights, and (iv) provides for certain restrictions on transfer relating to PubCo ordinary shares and warrants to purchase PubCo ordinary shares held by Sponsor, Prize and certain parties
thereto.
Company Support
Agreement
In connection with
the execution of the Business Combination Agreement, Rose Hill, Prize and AGH have entered into a company support agreement (the “Company Support Agreement”) pursuant to which, among other things, AGH has agreed to (a) vote his Merger Sub
ordinary shares in favor of the approval and adoption of the Business Combination Agreement and the Business Combination and (b) certain transfer restrictions with respect to his Merger Sub ordinary shares and shares of Prize.
Sponsor Support
Agreement
In connection with
the execution of the Business Combination Agreement, the Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”) pursuant to which the Sponsor has agreed, among other things, to (i) certain restrictions on transfer
relating to its ordinary shares of Rose Hill prior to the Closing as set forth therein, (ii) not redeem any of its shares of Rose Hill in connection with the vote to approve the Business Combination or any proposal to extend the date by which
Rose Hill must complete an Initial Business Combination, (iii) vote in favor of the Mergers and the other transactions and against any alternative transaction, (iv) waive certain anti-dilution provisions contained in Rose Hill’s Articles in
connection with the Mergers and (v) subject a certain number of its Class B ordinary shares of Rose Hill to vesting.
Sponsor Support Agreement Amendment
On July 31, 2023, Rose Hill, the Sponsor, Prize and Prize SuperFoods (“PubCo”), entered into Amendment No. 1 to the
Sponsor Support Agreement (the “Amendment”), pursuant to which the parties amended the Sponsor Support Agreement to reflect the parties mutual agreement at the time the Business Combination Agreement, dated as of October 19, 2022, by and among
Rose Hill, GHC and, for certain limited purposes, Alejandro García-Huidobro Empresario, an individual (the “Business Combination Agreement”), was executed that the Sponsor will forfeit 3,631,250 Rose Hill ordinary shares immediately prior to the transactions contemplated by the Business Combination Agreement such that the Sponsor will own 1,400,000 Rose Hill ordinary shares immediately following the forfeiture, 700,000 of which are subject to vesting conditions, as described in the Sponsor Support Agreement.
Standby Equity Purchase
Agreement
In connection with
the execution of the Business Combination Agreement and for purposes of obtaining equity financing on behalf of PubCo at Closing, Prize entered into a standby equity purchase agreement with a financial investor and affiliate of Yorkville Advisors
(the “Investor”), pursuant to which, among other things, at the Closing, PubCo will have the right (but not the obligation) to sell to the Investor, and the Investor will purchase from PubCo, up to $150,000,000 of PubCo ordinary shares at a purchase price of 97%
of the Market Price (as defined therein) of the PubCo ordinary shares, subject to the terms and conditions set forth therein.
Risks and Uncertainties
The credit and financial markets have experienced extreme volatility and disruptions due in part to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not
limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition,
the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the
foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.
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Summary of Significant Accounting Policies |
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or
omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or
cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the statement of financial
position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, for the year ended December 31,
2022, as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The financial information as of June 30, 2023, is derived from the audited financial statements presented in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future
interim periods.
Emerging Growth Company
The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging
growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of
securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply
with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised,
and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an
emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires management to exercise significant judgment. Such
estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual
results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $3,577 and $96,119 of cash and no cash equivalents as of June 30, 2023 and December 31, 2022, respectively.
Investments Held in Trust Account
At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held U.S. Money Market Funds primarily invested in U.S. Treasury
obligations. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the
change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are
determined using available market information.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may
exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At June 30, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market
participants at the measurement date. GAAP stablishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest
priority to unobservable inputs (Level 3 measurements). These tiers include:
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance
with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative
assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts,
based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023, or December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax
jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since
inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s
unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary shares
subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as
shareholders’ equity. At June 30, 2023 and December 31, 2022, 256,893 and 14,375,000 shares of Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s
balance sheets. At June 30, 2023 and December 31, 2022, 4,000,000 and 0 shares of Class A ordinary shares not subject to possible redemption is presented as equity as a component of shareholders’ deficit section of the Company’s balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the
redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
Net Income per ordinary Share
The Company has two classes of shares, which are
referred to as Class A ordinary shares subject to possible redemption or Public Shares and the Founder Shares which include the Class B ordinary shares and the Class A ordinary shares held by the Sponsor, not subject to possible redemption.
Earnings and losses are shared pro rata between the two classes of shares. Public Warrants and Private Placement Warrants to purchase 13,287,500 ordinary shares at $11.50
per share were issued on October 18, 2021. At June 30, 2023 and 2022, no Public Warrants or Private Placement Warrants have been
exercised. The 13,287,500 potential shares of Class A ordinary shares for outstanding Public Warrants and Private Placement Warrants
to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted
net income per ordinary shares is the same as basic net income per ordinary shares for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of
share.
For the three months ended June 30, 2023:
For the three months ended June 30, 2022:
For the six months ended June 30, 2023:
For the six months ended June 30, 2022:
Accounting for Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and
applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant
to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially
require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and
as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment.
Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s unaudited condensed financial statements.
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6 Months Ended |
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Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions |
Note 3 — Related Party Transactions
Working Capital Loans
In order to finance transaction costs in connection with an Initial Business Combination, the
may, but are not obligated to, loan the Company funds as may be required
(“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be
repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The
Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.25 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, there were no Working Capital Loans outstanding.Support Services
The Company pays for services related to office space a fee of up to $10,000 per month following the consummation of the IPO until the earlier of the consummation of the Initial Business Combination or liquidation. In addition, the Company may
make payments of up to $13,000 per month to members of the management team for services rendered to the Company commencing on the date
that the Company's securities are first listed on Nasdaq through the earlier of consummation of the Initial Business Combination and our liquidation.
For the three and six months ended June
30, 2023, $2,100 and $3,500,
respectively, has been incurred and paid under this agreement. For the three and six months ended June 30, 2022, $39,000 and $78,000, respectively, has been incurred and paid under this agreement.
|
Commitments and Contingencies |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies |
Note 4 — Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to
registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A ordinary shares) pursuant to a registration rights agreement signed on or before the date of the prospectus for the IPO. These holders
will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the
termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were entitled to a deferred underwriting commissions of $0.50
per Unit, or $7,187,500 from the closing of the IPO. In association with the redemption of the Company’s Class A ordinary shares on
January 12, 2023, the underwriters have agreed to a reduced commission of $1,500,000. The deferred fee will become payable to the
underwriters from the amounts held in the Trust Account solely if the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement.
The Company treated the $5,687,500 reduction of the
deferred underwriting commissions as a reversal of offering costs of the IPO. As such, $270,725 of recovery of offering costs allocated
to warrants is reported on the condensed statement of operations under other income and $5,416,775 of recovery of deferred underwriting
commissions is reported on the condensed statement of changes in redeemable ordinary shares and shareholders’ deficit under recovery of deferred underwriter commission.
Business Combination Agreement
As disclosed in Note 1, on October 20, 2022, the Company entered into a Business Combination Agreement by and among Prize, Merger Sub, PubCo, HoldCo and, for certain
limited purposes, AGH.
Shareholder Approvals
As discussed in Note 1, on January 12, 2023, the Company held the Meeting at which the shareholders approved the Extension Proposal to extend the date
by which the Company must complete its Initial Business Combination from January 18, 2023, to July 18, 2023. Additionally, the shareholders approved the Clarification Proposal to acknowledge and clarify that pursuant to the Articles, approval of
the Company’s Initial Business Combination requires an ordinary resolution.
In connection with the vote to approve the Extension Proposal and Clarification Proposal, the holders of 14,118,106 Class A ordinary shares of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $10.36 per share, for an aggregate redemption amount of approximately $146 million.
As discussed in Note 1, on June 29, 2023, the Company’s shareholders approved the proposal to extend the date by which the Company must complete its
Initial Business Combination from July 18, 2023, to January 18, 2024. In connection with the vote to approve the Extension Proposal, the holder of one Class A ordinary share of the Company exercised their right to redeem their share for a total
redemption amount of $11.
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Shareholder's Equity |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity |
Note 5 — Shareholders’ Deficit
Preference Shares — The Company is authorized to issue 2,000,000 shares of preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023 and
December 31, 2022, there were no preference shares issued or outstanding.
Ordinary Shares
Class A Ordinary Shares — The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. As of
June 30, 2023 and December 31, 2022, there were 4,000,000 and -0- shares of Class A ordinary shares issued and outstanding (excluding 256,893
and 14,375,000 shares of Class A ordinary shares subject to possible redemption), respectively.
As discussed in Note 1, on January 24, 2023, the Company received the Notice from the Staff of Nasdaq indicating that the Company was not in compliance with certain requirements of the Nasdaq Listing
Rules. As part of the Company’s plan to regain compliance with the Nasdaq Listing Rules, on February 28, 2023, the Sponsor converted 4,000,000
Class B ordinary shares to Class A ordinary shares on a 1:1 basis. The Sponsor’s converted Class A ordinary shares are not subject to
redemptions and have no rights to funds held in the Trust Account.
Class B Ordinary Shares — The Company is authorized to issue 20,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. Holders
of Class B ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 1,031,250
and 5,031,250 shares of Class B ordinary shares outstanding, respectively.
Holders of shares of Class A ordinary shares and shares of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of
shareholders.
The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or
deemed issued in excess of the amounts offered in the IPO and related to the closing of the Initial Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted
(unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon
conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total
number of all shares of ordinary shares outstanding upon the completion of the IPO plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any
shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).
Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment as provided above, at any time.
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Warrant Liabilities |
6 Months Ended | ||||||||||||
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Jun. 30, 2023 | |||||||||||||
Warrant Liabilities [Abstract] | |||||||||||||
Warrant Liabilities |
Note 6 — Warrant Liabilities
Warrants —The Public Warrants will become exercisable 30 days after the completion of an Initial Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement
covering the shares of ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such shares of ordinary shares. Notwithstanding the foregoing, if a registration statement covering the shares of ordinary shares
issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of an Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during
any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is
available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation.
Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00
Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):
We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable
upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day
redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our Sponsor, Canto, Cohen or their permitted
transferees.
The “fair market value” of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders
with the final fair market value no later than one business day after the 10 trading day period described above ends. Any redemption of
the warrants for Class A ordinary shares will apply to both the public warrants and the private placement warrants.
No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we
will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled “Description of Securities — Warrants — Public Shareholders’ Warrants” for additional information.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a
“cashless basis,” as described in the warrant agreement.
The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the shares of ordinary
shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will
be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial
purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
The exercise price and number of shares of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a
share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of ordinary shares at a price below their respective exercise prices.
Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust
Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the
warrants may expire worthless.
In addition, if the Company issues additional shares of ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an
Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary shares (with such issue
price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them
prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of an Initial Business Combination on the date of the consummation of an Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an Initial
Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to
the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the
additional shares of ordinary shares or equity-linked securities.
The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and
Hedging — Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the
warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability.
Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a
“fixed-for-fixed” option as defined under ASC 815 — 40, and thus the Private Placement Warrants are not considered indexed to the Company’s own share and not eligible for an exception from derivative accounting.
The accounting treatment of derivative financial instruments required that the Company record a derivative liability upon issuance of the warrants at the closing of
the IPO. Accordingly, the Company classified each warrant as a liability at its fair value. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a
professional independent valuation firm. The warrant liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in
the Company’s statement of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date
of the event that causes the reclassification.
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Fair Value Measurements |
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Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
Note 7 — Fair Value Measurements
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the
sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
At June 30, 2023 and December 31, 2022, assets held in the Trust Account were comprised of U.S. Money Market Funds primarily invested in U.S. Treasury obligations.
At June 30, 2023 and December 31, 2022, there were 7,187,500
Public Warrants and 6,100,000 Private Placement Warrants outstanding.
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis indicating the fair value hierarchy of the
valuation inputs the Company utilized to determine such fair value.
JUNE 30, 2023:
DECEMBER 31, 2022:
At June 30, 2023 and December 31, 2022 the fair value of the Public Warrants was based on quoted market prices in an active market. The Company considers the Private
Placement Warrants to be economically equivalent to the Public Warrants. As such, the fair value of the Private Placement Warrants is measured by reference to the trading price of the Public Warrants; which is considered a Level 2 fair value
measurement.
At June 30, 2023 and December 31, 2022, the Public Warrants and Private Placement Warrants were valued at $0.025 and $0.10, respectively.
|
Subsequent Events |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events |
Note 8 - Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements
were issued. Based on this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
On July 17, 2023,
the Company (“Rose Hill”), Prize and AGH, entered into Amendment No. 1 to Business Combination Agreement (the “Amendment”), pursuant to which the parties amended the Business Combination Agreement to (i) clarify the amount of shares to be
issued by Merger Sub to Prize in connection with the Pre-Closing Restructuring, (ii) permit Prize and AGH to solicit, initiate, enter into or continue discussions, negotiations or transactions with, or encourage or respond to any inquiries or
proposals by, or provide any information to, any Person, concerning any merger, consolidation, sale of ownership interests and/or substantial portion of the assets, recapitalization or similar transaction of, by or involving Prize, HoldCo,
PubCo or Merger Sub and terminate the Business Combination Agreement to enter into a definitive agreement with respect to any such transaction, in each case, until such time as Rose Hill, Prize and applicable investors agree in writing to the
key economic terms of subscription agreements with respect to PIPE investments that, if consummated, would result in the receipt of proceeds of at least $50.0 million in the aggregate to PubCo in connection with the Closing, and (iii) extend the date by which either Rose Hill, Prize or AGH can terminate the Business Combination Agreement, if the transactions
contemplated thereby have not been consummated by such date, from July 18, 2023 to October 18, 2023.
On July 26, 2023, the Company received a delisting determination letter (the “Determination Letter”) from the Staff
notifying the Company that (i) it had not regained compliance with Nasdaq Listing Rule 5550(a)(4) requiring a minimum of 500,000
publicly held shares and (ii) the Company’s Class A ordinary shares, warrants and units are subject to delisting from The Nasdaq Capital Market. The Determination Letter further noted that, unless the Company requests an appeal of the Staff’s
determination with the Nasdaq Hearings Panel (the “Panel”), trading of the Company’s Class A ordinary shares, warrants and units on The Nasdaq Capital Market will be suspended at the opening of business on August 4, 2023, and a Form 25-NSE would
be filed with the SEC removing the Company’s securities from listing and registration on The Nasdaq Capital Market.
With respect to the
Determination Letter, on August 1, 2023, the Company requested a hearing before the Panel to appeal the Staff’s determination. The hearing before the Panel is expected to occur on October 5, 2023. The hearing request will stay the suspension
and delisting of the Company’s securities pending a decision by the Panel. The Panel may, in its discretion, grant the Company an additional compliance period to regain compliance and maintain its Nasdaq listing; however, there can be no
assurance that the Panel will grant such additional time.
On July 31, 2023, Rose Hill, the Sponsor, Prize and Prize SuperFoods (“PubCo”), entered into Amendment No. 1 to the
Sponsor Support Agreement (the “Amendment”), pursuant to which the parties amended the Sponsor Support Agreement to reflect the parties mutual agreement at the time the Business Combination Agreement, dated as of October 19, 2022, by and among
Rose Hill, GHC and, for certain limited purposes, Alejandro García-Huidobro Empresario, an individual (the “Business Combination Agreement”), was executed that the Sponsor will forfeit 3,631,250 Rose Hill ordinary shares immediately prior to the transactions contemplated by the Business Combination Agreement such that the Sponsor will own 1,400,000 Rose Hill ordinary shares immediately following the forfeiture, 700,000 of which are subject to vesting conditions, as described in the Sponsor Support Agreement.
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Summary of Significant Accounting Policies (Policies) |
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Basis of Presentation |
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or
omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or
cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the statement of financial
position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, for the year ended December 31,
2022, as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The financial information as of June 30, 2023, is derived from the audited financial statements presented in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future
interim periods.
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Use of Estimates |
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires management to exercise significant judgment. Such
estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual
results could differ from those estimates.
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Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $3,577 and $96,119 of cash and no cash equivalents as of June 30, 2023 and December 31, 2022, respectively.
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Investments Held in Trust Account |
Investments Held in Trust Account
At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held U.S. Money Market Funds primarily invested in U.S. Treasury
obligations. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the
change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are
determined using available market information.
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Financial Instruments |
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
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Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may
exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At June 30, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
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Fair Value Measurements |
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market
participants at the measurement date. GAAP stablishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest
priority to unobservable inputs (Level 3 measurements). These tiers include:
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Derivative Financial Instruments |
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance
with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative
assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
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Income Taxes |
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts,
based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023, or December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax
jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since
inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s
unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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Class A Ordinary Shares Subject to Possible Redemption |
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary shares
subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as
shareholders’ equity. At June 30, 2023 and December 31, 2022, 256,893 and 14,375,000 shares of Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s
balance sheets. At June 30, 2023 and December 31, 2022, 4,000,000 and 0 shares of Class A ordinary shares not subject to possible redemption is presented as equity as a component of shareholders’ deficit section of the Company’s balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the
redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
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Net Income per Ordinary Share |
Net Income per ordinary Share
The Company has two classes of shares, which are
referred to as Class A ordinary shares subject to possible redemption or Public Shares and the Founder Shares which include the Class B ordinary shares and the Class A ordinary shares held by the Sponsor, not subject to possible redemption.
Earnings and losses are shared pro rata between the two classes of shares. Public Warrants and Private Placement Warrants to purchase 13,287,500 ordinary shares at $11.50
per share were issued on October 18, 2021. At June 30, 2023 and 2022, no Public Warrants or Private Placement Warrants have been
exercised. The 13,287,500 potential shares of Class A ordinary shares for outstanding Public Warrants and Private Placement Warrants
to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted
net income per ordinary shares is the same as basic net income per ordinary shares for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of
share.
For the three months ended June 30, 2023:
For the three months ended June 30, 2022:
For the six months ended June 30, 2023:
For the six months ended June 30, 2022:
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Accounting for Warrants |
Accounting for Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and
applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant
to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially
require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and
as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment.
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Recent Accounting Pronouncements |
Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s unaudited condensed financial statements.
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Summary of Significant Accounting Policies (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Income Per Ordinary Share |
For the three months ended June 30, 2023:
For the three months ended June 30, 2022:
For the six months ended June 30, 2023:
For the six months ended June 30, 2022:
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Fair Value Measurements (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis |
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis indicating the fair value hierarchy of the
valuation inputs the Company utilized to determine such fair value.
JUNE 30, 2023:
DECEMBER 31, 2022:
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Description of Organization and Business Operations, Going Concern and Liquidity (Details) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Going Concern and Liquidity [Abstract] | ||
Cash at bank | $ 3,577 | $ 96,119 |
Investments held in Trust Account | 2,917,376 | $ 148,742,661 |
Working capital | $ 1,167,662 |
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 3,577 | $ 96,119 |
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - shares |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|---|
Common Stock Subject To Possible Redemption [Abstract] | |||
Class A ordinary shares not subject to possible redemption (in shares) | 4,000,000 | 0 | |
Class A Ordinary Shares [Member] | |||
Common Stock Subject To Possible Redemption [Abstract] | |||
Ordinary shares subject to possible redemption (in shares) | 256,893 | 14,375,000 | |
Class A ordinary shares not subject to possible redemption (in shares) | 4,000,000 | 0 |
Related Party Transactions, Related Party Loans (Details) - Working Capital Loans [Member] - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Dec. 31, 2022 |
|
Related Party Loans [Abstract] | ||
Borrowing outstanding | $ 0 | $ 0 |
Notes Payable, Related Party, Type [Extensible Enumeration] | Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] |
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | ||
Related Party Loans [Abstract] | ||
Conversion price (in dollars per share) | $ 1.25 | |
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Maximum [Member] | ||
Related Party Loans [Abstract] | ||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 |
Related Party Transactions, Support Services (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Sponsor [Member] | Administrative Services Agreement [Member] | ||||
Support Services [Abstract] | ||||
Monthly expenses | $ 10,000 | |||
Accrued expenses | $ 2,100 | $ 39,000 | 3,500 | $ 78,000 |
Management Team [Member] | ||||
Support Services [Abstract] | ||||
Monthly expenses | $ 13,000 |
Commitments and Contingencies (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|
Jun. 29, 2023 |
Jan. 12, 2023 |
Oct. 18, 2021 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
|
Underwriting Agreement [Abstract] | |||||||||
Deferred underwriting commissions per Unit (in dollars per share) | $ 0.5 | ||||||||
Deferred underwriting commissions | $ 7,187,500 | ||||||||
Underwriters reduced commission | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 7,187,500 | |||||
Recovery of offering costs allocated to warrants | 270,725 | $ 0 | $ 0 | $ (270,725) | $ 0 | ||||
Amount of underwriter commissions recovered | $ 5,416,775 | $ 5,416,775 | |||||||
Number of shares exercised right to redeem shares (in shares) | 14,118,106 | ||||||||
Ordinary shares redemption price (in dollars per share) | $ 10.36 | $ 10.36 | $ 10.36 | ||||||
Redemption amount | $ 11 | $ 146,000,000 | $ 0 | ||||||
IPO [Member] | |||||||||
Underwriting Agreement [Abstract] | |||||||||
Deferred underwriting commissions | $ 5,687,500 | $ 5,687,500 | |||||||
Class A Ordinary Shares [Member] | |||||||||
Underwriting Agreement [Abstract] | |||||||||
Redemption amount | $ 11 |
Shareholder's Equity, Preference Shares (Details) - shares |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Shareholders' Deficit [Abstract] | ||
Preference shares, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Preferred Stock [Member] | ||
Shareholders' Deficit [Abstract] | ||
Preference shares, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Fair Value Measurements, Changes in Fair Value of Level 3 Warrant Liabilities (Details) - $ / shares |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Warrant [Member] | Public and Private Warrants [Member] | Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value per share (in dollars per share) | $ 0.025 | $ 0.1 |
Subsequent Events (Details) - USD ($) $ in Millions |
Jul. 26, 2023 |
Jul. 17, 2023 |
Jan. 24, 2023 |
Jul. 31, 2023 |
---|---|---|---|---|
Subsequent Event [Abstract] | ||||
Number of shares held for public (in shares) | 1,100,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Abstract] | ||||
Proceeds from issuance of common stock to Sponsor | $ 50.0 | |||
Number of shares held for public (in shares) | 500,000 | |||
Subsequent Event [Member] | Sponsor [Member] | ||||
Subsequent Event [Abstract] | ||||
Proceeds from issuance of common stock to Sponsor | $ 50.0 | |||
Shares subject to forfeiture (in shares) | 3,631,250 | |||
Common stock, shares outstanding (in shares) | 1,400,000 | |||
Common shares subject to vesting conditions (in shares) | 700,000 |
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