Merger Termination

If Rose Hill’s board determines that it is unable to complete an initial business combination on or prior to Jan. 18, the SPAC will liquidate, according to the 8-K.

The deal was announced in June at a post-transaction enterprise value of $225 million, and the SPAC filed an S-4 three months later.

The SPAC unveiled plans earlier this year to combine with London Innovation Underwriters and raise additional funds to deploy in the Lloyd’s of London insurance market. It had sought to raise up to 300 million pounds ($364.7 million) to invest. The merger was scrapped last week.

The $547 million Covalto deal was announced in August 2022. LIV Capital II raised $100 million in a February 2022 IPO.

The SPAC said it determined that a material adverse effect on Avanseus’ financial condition and results of operations had occurred as a result of steady material deterioration in Avanseus’ business.

The parties cited challenging market conditions for the decision.

The SPAC aaid the decision was based "primarily based on Qenta’s failure to (i) deliver the Closing Company Financial Statements (as defined in the merger agreement) by the applicable deadline and (ii) comply with the Financial Information Obligations." 

Arogo Capital filed an S-4 on the $655 million deal more than a year ago. Announced in April 2022, the transaction was expected to provide the target with approximately $101 million in cash.

The SPAC said it will seek an alternative business combination and last week filed a proxy proposing a deadline extension from Dec. 5 to Aug. 2, 2024.

There was a $50 million minimum cash condition for the deal to close -- more than three times the SPAC's currently available cash..