공시 • Feb 16
The Nasdaq Stock Market to Delist the Ordinary Shares of Rose Hill Acquisition The Nasdaq Stock Market announced on February 13, 2024, that it will delist the unit, ordinary shares, and warrants of Rose Hill Acquisition Corporation. Rose Hill Acquisition Corporation’s securities were suspended on November 21, 2023, and have not traded on Nasdaq since that time. 공시 • Nov 26
Nasdaq Determines Rose Hill Acquisition's Ordinary Shares To Be Delisted from the Nasdaq Capital Market As previously disclosed, on July 26, 2023, Rose Hill Acquisition Corporation received a delisting determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying Rose Hill 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) Rose Hill’s Class A ordinary shares (the “Ordinary Shares”), warrants and units are subject to delisting from The Nasdaq Capital Market. On November 17, 2023, Rose Hill received written notice from Nasdaq notifying Rose Hill that, since no material progress towards implementing Rose Hill’s plan of compliance had been made, Nasdaq has determined that the Ordinary Shares shall be delisted from The Nasdaq Capital Market, unless Rose Hill requests that the Nasdaq Listings and Hearing Review Counsel review this decision. Rose Hill does not intend to make such a request. Rose Hill’s Ordinary Shares were suspended from trading on The Nasdaq Capital Market on the open of business on November 21, 2023. If Rose Hill’s Board of Directors determines that it is unable to complete an initial business combination on or prior to January 18, 2024, Rose Hill will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 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 pay Rose Hill’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 Rose Hill’s remaining shareholders and Rose Hill’s board of directors, dissolve and liquidate, subject in each case to Rose Hill’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 공시 • Nov 22
Rose Hill Acquisition Corporation(NasdaqCM:ROSE) dropped from NASDAQ Composite Index Rose Hill Acquisition Corporation has been dropped from NASDAQ Composite Index. 공시 • Nov 17
Rose Hill Acquisition Corporation announced delayed 10-Q filing On 11/15/2023, Rose Hill Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • Sep 21
Nasdaq's Listing Qualifications Department Staff Notifies Rose Hill Acquisition Regarding Its Delisting Determination Letter On September 14, 2023, the staff (‘Staff’) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (‘Nasdaq’) notified Rose Hill Acquisition Corporation (the ‘Company’) that its delisting determination letter (the ‘Determination Letter’) would be supplemented to include the Company’s non-compliance with Listing Rule 5550(a)(3) requiring 400 total shareholders and that the Company’s noncompliance with Listing Rule 5550(a)(3) will also be considered by the Panel at the hearing expected to occur on October 5, 2023. The Company’s non-compliance with Listing Rule 5550(a)(3) will not have an immediate effect on the suspension and delisting of the Company’s securities which has been stayed 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. As previously disclosed, on July 26, 2023, Rose Hill Acquisition received a delisting determination letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC 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 by the extension deadline of July 24, 2023, which was granted to the Company by the Staff pursuant to the Company’s plan of compliance submitted to the Staff on February 7, 2023 and later supplemented on February 22, 2023 and (ii) the Company’s Class A ordinary shares, warrants and units are subject to delisting from The Nasdaq Capital Market unless the Company requests an appeal of the Staff’s determination with the Nasdaq Hearings Panel (the ‘Panel’). On August 1, 2023, the Company requested a hearing before the Panel to appeal the Staff’s determination which is expected to occur on October 5, 2023. The suspension and delisting of the Company’s securities is stayed pending a decision by the Panel. 공시 • Aug 17
Rose Hill Acquisition Corporation announced delayed 10-Q filing On 08/15/2023, Rose Hill Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • Aug 03
Rose Hill Acquisition Receives A Delisting Determination Letter from Nasdaq As previously disclosed, Rose Hill Acquisition Corporation (the “Company”) received a notice on January 24, 2023, from the staff (“Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company was no longer in compliance with certain requirements of the Nasdaq Listing Rules. In order for the Company to maintain its listing on Nasdaq, on February 7, 2023, the Company submitted a plan of compliance to the Staff addressing how the Company intended to regain compliance with the Nasdaq Listing Rules, which was later supplemented with additional information on February 22, 2023. On March 24, 2023, the Staff granted the Company an extension until July 24, 2023, by which time the Company was required to file with the Securities and Exchange Commission (“SEC”) and Nasdaq a public document showing that the Company had regained compliance with the Nasdaq 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 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, the Company intends to timely request a hearing before the Panel to appeal the Staff’s determination. 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. 공시 • Nov 16
Rose Hill Acquisition Corporation announced delayed 10-Q filing On 11/15/2022, Rose Hill Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • Oct 21
Inversiones e Inmobilaria GHC Ltda entered into a definitive business combination agreement to acquire Rose Hill Acquisition Corporation (NasdaqGM : ROSE) in a reverse merger transaction. Inversiones e Inmobilaria GHC Ltda entered into a definitive business combination agreement to acquire Rose Hill Acquisition Corporation (NasdaqGM : ROSE) in a reverse merger transaction on October 20, 2022. After the consummation of the business combination and depending on total redemptions and PIPE proceeds, existing Prize shareholders are expected to own approximately 80% of the shares of the combined company, Rose Hill Sponsor LLC ("Rose Hill Sponsor") is expected to own 1.7% of the shares, and the remaining shares are expected to be owned by PIPE investors, if any, and the non-redeeming public shareholders of Rose Hill. The proposed transaction also includes a share price-based earnout structure for Rose Hill Sponsor and existing Prize shareholders. Upon closing, the combined company expects its ordinary shares and warrants to trade on Nasdaq under the ticker symbols “PRZE” and “PRZE WS”, respectively. Felipe Canales, the former Chief Financial Officer of Axtel and Head of Strategy for Grupo Alfa and the current co-Chief Executive Officer of Rose Hill, will join the board as an independent director; Pablo Armas, Partner and Chief Executive Officer of Ameris Capital and current board member of Copeval, will join the board as an independent director, Albert Hill, co-founder and co-Chief Financial Officer of Rose Hill will join the board as a non-independent board member; and Juan Jose Rosas, co-founder and co-Chief Financial Officer of Rose Hill will join the company in the role of Chief Strategy Officer. As a result of the business combination, Prize and Rose Hill shareholders will exchange their shares for shares in a new combined company, which is expected to be publicly listed on the Nasdaq Global Market ("Nasdaq"). The transaction is subject to the satisfaction of customary closing conditions. The proposed transaction has been approved by the Boards of Directors of Rose Hill and the administrator of Prize. The proposed transaction is expected to close in the first quarter of 2023. Greenberg Traurig, LLP is U.S. legal advisor to Rose Hill and Paul Hastings LLP is U.S. legal advisor to Inversiones e Inmobilaria. Cohen Capital Markets is the capital markets advisor to Rose Hill. 공시 • May 17
Rose Hill Acquisition Corporation announced delayed 10-Q filing On 05/16/2022, Rose Hill Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC.