RVAC / Riverview Acquisition Corp - Class A - Arquivamentos da SEC, Relatório Anual, Declaração de Procuração

US7693952035 / Riverview Acquisition Corp. / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Riverview Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) 769395203** (CUSIP N

US96145W1036 / WESTROCK COFFEE HOLDINGS LLC / Castle Creek Arbitrage, LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 riverview210230sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* WESTROCK COFFEE COMPANY (F/K/A RIVERVIEW ACQUISITION CORP.) (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 96145W103 (CUSIP Number) December 31, 2022 (Date of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40716 Riverview Acquisition Corp. (Exact name of registrant as specified

TERMINATION AGREEMENT

Exhibit 10.6 Execution Version TERMINATION AGREEMENT This Termination Agreement (this “Termination Agreement”), dated as of August 26, 2022, is made and entered into by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”) and Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”). The Company and the Sponsor are sometimes individually refer

LIMITED LIABILITY COMPANY AGREEMENT ORIGIN MERGER SUB II, LLC Dated as of April 1, 2022

Exhibit 3.2 EXECUTION VERSION LIMITED LIABILITY COMPANY AGREEMENT OF ORIGIN MERGER SUB II, LLC Dated as of April 1, 2022 This Limited Liability Company Agreement (this “Agreement”) of Origin Merger Sub II, LLC is entered into by Westrock Coffee Holdings, LLC (the “Member”). The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company

Westrock Coffee Company Announces Closing of Business Combination with Riverview Acquisition Corp. and Entry Into a New Credit Agreement The Leading Coffee, Tea, Flavors, Extracts, and Ingredients Solutions Provider Raises Approximately $300 Million

EX-99.2 7 brhc10041330ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Westrock Coffee Company Announces Closing of Business Combination with Riverview Acquisition Corp. and Entry Into a New Credit Agreement The Leading Coffee, Tea, Flavors, Extracts, and Ingredients Solutions Provider Raises Approximately $300 Million of Equity Capital and Accesses $350 Million of Debt Capital Westrock Coffee Company Common

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2022 Riverview Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40716 86-1972481 (State or other jurisdiction of incorporation) (Commis

US7693951045 / Riverview Acquisition Corp. / Riverview Sponsor Partners, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Riverview Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 769395 104 (CUSIP Number) August 26, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

CERTIFICATE OF FORMATION ORIGIN MERGER SUB II, LLC

EX-3.1 2 brhc10041330ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF FORMATION OF ORIGIN MERGER SUB II, LLC This Certificate of Formation of Origin Merger Sub II, LLC (the “Company”), dated as of April 1, 2022, is being duly executed and filed by Ellen E. Choe, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101,et seq.

TERMINATION AGREEMENT

EX-10.5 4 brhc10041330ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Execution Version TERMINATION AGREEMENT This Termination Agreement (this “Termination Agreement”), dated as of August 26, 2022, is made and entered into by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”) and Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”). The Company an

TERMINATION AGREEMENT

EX-10.7 6 brhc10041330ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Execution Version TERMINATION AGREEMENT This Termination Agreement (this “Termination Agreement”), dated as of August 26, 2022, is made and entered into by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”) and each other person executing this Agreement on the signature page hereto (each, an “Indemnitee”). The

Riverview Acquisition Corp. Stockholders Approve Proposed Business Combination Transaction with Westrock Coffee Holdings, LLC

Exhibit 99.1 Riverview Acquisition Corp. Stockholders Approve Proposed Business Combination Transaction with Westrock Coffee Holdings, LLC August 25, 2022 04:30 PM Eastern Daylight Time MEMPHIS, Tenn.-(BUSINESS WIRE)-Riverview Acquisition Corp. (Nasdaq: RVAC, ?RVAC? or ?Riverview?), a publicly traded special purpose acquisition company, announced that at a stockholder special meeting held today, R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2022 Riverview Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2022 Riverview Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40716 86-1972481 (State or other jurisdiction of incorporation) (Commis

Riverview Acquisition Corp. Stockholders Approve Proposed Business Combination Transaction with Westrock Coffee Holdings, LLC

Exhibit 99.1 Riverview Acquisition Corp. Stockholders Approve Proposed Business Combination Transaction with Westrock Coffee Holdings, LLC August 25, 2022 04:30 PM Eastern Daylight Time MEMPHIS, Tenn.-(BUSINESS WIRE)-Riverview Acquisition Corp. (Nasdaq: RVAC, ?RVAC? or ?Riverview?), a publicly traded special purpose acquisition company, announced that at a stockholder special meeting held today, R

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2022 Riverview Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40716 86-1972481 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2022 Riverview Acquisiti

false000184613600018461362022-08-232022-08-230001846136us-gaap:CommonClassAMember2022-08-232022-08-230001846136rvac:ClassACommonStockParValue0001PerShareMember2022-08-232022-08-230001846136rvac:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAPriceOf1150PerShareMember2022-08-232022-08-23 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2022 Riverview Acquisition Corp.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2022 Riverview Acquisition Corp.

Westrock Coffee Schedules Closing of Merger with Riverview and Reports Second Quarter 2022 Results Closing of Merger with Riverview Scheduled On or About August 26, 2022 Grows Net Sales by 31% Compared to the Second Quarter of 2021 Shrinks Net Loss b

Filed by Westrock Coffee Holdings, LLC Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Riverview Acquisition Corp.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 Riverview Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40716 RIVERVIEW ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 Riverview Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 Riverview Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Riverview Acquisition Corp. Announces Special Meeting Date of August 25, 2022 for Riverview Stockholders to Approve its Proposed Business Combination with Westrock Coffee Holdings, LLC All Riverview Stockholders are Encouraged to Vote “FOR” the Busin

Filed by Westrock Coffee Holdings, LLC Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Riverview Acquisition Corp.

Westrock Coffee to Host Virtual Investor Day on June 29, 2022

Filed by Westrock Coffee Holdings, LLC Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Riverview Acquisition Corp.

Westrock Coffee Reports First Quarter 2022 Results Affirms 2022 Adjusted EBITDA guidance of $75 million Upsized new credit facility to $350 million

Filed by Westrock Coffee Holdings, LLC Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Riverview Acquisition Corp.

Filed by Westrock Coffee Holdings, LLC Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Riverview Acquisition Corp. Commission File No. 001-40716

425 1 tm2217436d3425.htm 425 Filed by Westrock Coffee Holdings, LLC Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Riverview Acquisition Corp. Commission File No. 001-40716 Westrock Coffee Investor Presentation June 7, 2022 GENERAL This presentation (“Presentation”) is being furnished for inf

Westrock Coffee to Participate in June Investor Conferences

Filed by Westrock Coffee Holdings, LLC Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Riverview Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40716 RIVERVIEW ACQUISITION

Westrock Coffee Achieves Its Commitment to Responsibly Source 100% of Its Tea Products Announcement follows commitment in 2021 to Responsibly Source 100% of products purchased

425 1 tm2215117d1425.htm 425 Filed by Westrock Coffee Holdings, LLC Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Riverview Acquisition Corp. Commission File No. 001-40716 Westrock Coffee Achieves Its Commitment to Responsibly Source 100% of Its Tea Products Announcement follows commitment i

Westrock Coffee Announces Filing of Registration Statement on Form S-4 in Connection with its Proposed Business Combination with Riverview Acquisition Corp.

Filed by Westrock Coffee Holdings, LLC Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Riverview Acquisition Corp.

INVESTOR RIGHTS AGREEMENT

Exhibit 99.5 INVESTOR RIGHTS AGREEMENT This INVESTOR RIGHTS AGREEMENT (this ?Agreement?), dated as of April 4, 2022, by and among (i) Westrock Coffee Holdings, LLC, a Delaware limited liability company (the ?Company?), (ii) Westrock Group, LLC, The Stephens Group, LLC, and Sowell Westrock, L.P. (collectively, ?Initial WCC Investors?), (iii) BBH Capital Partners V, L.P., BBH Capital Partners V-A, L

SUBSCRIPTION AGREEMENT

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on April 4, 2022, by and between Riverview Acquisition Corp., a Delaware corporation (the ?SPAC?), Westrock Coffee Holdings, LLC, a Delaware limited liability company (?Westrock? or the ?Company?), and the undersigned subscriber (?Subscriber?). RECITALS WHEREAS, concurrently with the exe

FORM OF LOCK-UP AGREEMENT April 4, 2022

Exhibit 99.8 FORM OF LOCK-UP AGREEMENT April 4, 2022 Westrock Coffee Holdings, LLC 100 River Bluff Drive, Suite 210 Little Rock, Arkansas 77202 Re: Lock-Up Agreement Ladies and Gentlemen: This letter agreement is being delivered pursuant to that certain Transaction Agreement (the ?Transaction Agreement?), dated as of April 4, 2022, by and among Riverview Acquisition Corp., a Delaware corporation,

REGISTRATION RIGHTS AGREEMENT

Exhibit 99.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of April 4, 2022, by and among (i) Westrock Coffee Holdings, LLC, a Delaware limited liability company (the ?Company?), (ii) Riverview Sponsor Partners, LLC (the ?Founder?), (iii) the existing equityholders of the Company signatories hereto and such other equityholders of th

Riverview Acquisition Westrock Coffee Merger

Exhibit 99.4 Riverview Acquisition Westrock Coffee Merger [Anchor Investor], When we launched the Riverview IPO last August, we told you that our goal was to find a merger partner in an attractive business with identifiable growth potential and competitive advantages. We also stressed that we were focused on a partner with a strong management team who is capable, experienced, ethical, and ready to

Westrock CoffeeInvestor Presentation April 2022 GENERAL This presentation (“Presentation”) is being furnished for informational purposes only in connection with the announced proposed business combination transaction between Westrock Coffee Holdings,

Exhibit 99.2 Westrock CoffeeInvestor Presentation April 2022 GENERAL This presentation (?Presentation?) is being furnished for informational purposes only in connection with the announced proposed business combination transaction between Westrock Coffee Holdings, LLC (?Westrock? or the ?Company?) and Riverview Acquisition Corp. (?Riverview?). This Presentation shall not constitute an offer to sell

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2022 Riverview Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40716 86-1972481 (State or other jurisdiction of incorporation) (Commissi

Westrock Coffee Company, a Leading Integrated Coffee, Tea, Flavors, Extracts, and Ingredients Solutions Provider, to Become a Public Company Through Business Combination with Riverview Acquisition Corp. Purpose-driven company that serves the world’s

Exhibit 99.1 Westrock Coffee Company, a Leading Integrated Coffee, Tea, Flavors, Extracts, and Ingredients Solutions Provider, to Become a Public Company Through Business Combination with Riverview Acquisition Corp. Purpose-driven company that serves the world?s most iconic brands and delivers measurable global impact through sustainable sourcing, digitally traceable supply chain management, has s

Westrock Coffee Holdings, LLC Business Combination with Riverview Acquisition Corporation Deal Announcement Investor Conference Call Transcript April 4, 2022

EX-99.3 7 brhc10036066ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Westrock Coffee Holdings, LLC Business Combination with Riverview Acquisition Corporation Deal Announcement Investor Conference Call Transcript April 4, 2022 Operator Hello and welcome to the Westrock Coffee Holdings, LLC and Riverview Acquisition Corp. transaction conference call. We appreciate everyone joining us today. The information d

Westrock Coffee Company, a Leading Integrated Coffee, Tea, Flavors, Extracts, and Ingredients Solutions Provider, to Become a Public Company Through Business Combination with Riverview Acquisition Corp. Purpose-driven company that serves the world’s

425 1 brhc10036083425.htm 425 Filed by Westrock Coffee Holdings, LLC pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Riverview Acquisition Corp. Commission File No.: 001-40716 Westrock Coffee Company, a Leading Integrated Coffee, Tea, Flavors, Extracts, and Ingredients Solutions Provider, to B

SUBSCRIPTION AGREEMENT

Exhibit 99.6 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on April 4, 2022, by and between Westrock Coffee Holdings, LLC, a Delaware limited liability company (the “Company”), and the undersigned subscriber (“Subscriber”). RECITALS WHEREAS, concurrently with the execution of this Subscription Agreement, the Company is entering into a Transactio

SPONSOR SUPPORT AGREEMENT

Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of April 4, 2022, is entered into by and among Riverview Sponsor Partners, LLC, a Delaware limited liability company (the ?Sponsor?), Riverview Acquisition Corp., a Delaware corporation (?Riverview?), and Westrock Coffee Holdings, LLC, a Delaware limited liability company (the ?Company?). RECITALS WH

TRANSACTION AGREEMENT BY AND AMONG WESTROCK COFFEE HOLDINGS, LLC, ORIGIN MERGER SUB I, INC., ORIGIN MERGER SUB II, LLC, RIVERVIEW ACQUISITION CORP. DATED AS OF APRIL 4, 2022 TABLE OF CONTENTS

Exhibit 2.1 EXECUTION VERSION TRANSACTION AGREEMENT BY AND AMONG WESTROCK COFFEE HOLDINGS, LLC, ORIGIN MERGER SUB I, INC., ORIGIN MERGER SUB II, LLC, AND RIVERVIEW ACQUISITION CORP. DATED AS OF APRIL 4, 2022 TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Other Definitions 18 Article 2 CONVERSION, SPAC MERGER AND LLC MERGER 21 Section 2.1 Closing Transa

Indemnity Agreement, dated as of August 5, 2021, by and among Riverview Acquisition Corp., R. Brad Martin, William V. Thompson III, Charles K. Slatery, Mark A. Edmunds, Leslie Starr Keating and Willie H. Gregory (incorporated herein by reference to Exhibit 10.7 of Riverview Acquisition Corp.’s Annual Report on Form 10-K for year ending December 31, 2021)

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 5, 2021, by and between RIVERVIEW ACQUISITION CORP., a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as dire

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40716 RIVERVIEW ACQUISI

Administrative Services Agreement, dated as of August 5, 2021, by and between Riverview Acquisition Corp. and Riverview Sponsor Partners, LLC (incorporated herein by reference to Exhibit 10.4 of Riverview Acquisition Corp.’s Annual Report on Form 10-K for year ending December 31, 2021)

Exhibit 10.4 RIVERVIEW ACQUISITION CORP. 510 South Mendenhall Road, Suite 200 Memphis, TN 38117 August 5, 2021 Riverview Sponsor Partners, LLC 510 South Mendenhall Road, Suite 200 Memphis, TN 38117 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Riverview Acquisition Corp. (the “Company”) and Riverview Sponsor Partners, LLC (“Provider”), dated as of the date h

RVACU / Riverview Acquisition Corp. Unit / HGC Investment Management Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Riverview Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 769395104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

RVACU / Riverview Acquisition Corp. Unit / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Riverview Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 769395104 (CUSIP Number

RVACU / Riverview Acquisition Corp. Unit / Castle Creek Arbitrage, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RIVERVIEW ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 769395104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to d

IGACU / IG Acquisition Corp. Unit / Riverview Sponsor Partners, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Riverview Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 769395 104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

RVACU / Riverview Acquisition Corp. Unit / Shaolin Capital Management LLC - SC 13G RVAC Passive Investment

SC 13G 1 rvac.htm SC 13G RVAC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Riverview Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 769395104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Ch

RVACU / Riverview Acquisition Corp. Unit / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Riverview Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 769395104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

RVACU / Riverview Acquisition Corp. Unit / HIGHBRIDGE CAPITAL MANAGEMENT LLC - RIVERVIEW ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Riverview Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 769395104 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the

US7693952035 / Riverview Acquisition Corp. / Atalaya Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Riverview Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 769395203** (CUSIP Number) October 1, 2021*** (Date of Event which Requires Filing of this Statement) Check the appropriate box t

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2021 Riverview Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40716 86-1972481 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40716 RIVERVIEW ACQUISI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40716 CUSIP Number: 769395 104 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40716 CUSIP Number: 769395 104 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

Riverview Acquisition Corp. Announces the Separate Trading of Its Class A Common Stock and Warrants, Commencing on September 28, 2021

EX-99.1 2 brhc10029314ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Riverview Acquisition Corp. Announces the Separate Trading of Its Class A Common Stock and Warrants, Commencing on September 28, 2021 September 27, 2021 7:30 PM Eastern Daylight Time MEMPHIS, Tenn.-(BUSINESS WIRE)—Riverview Acquisition Corp. (Nasdaq: RVACU) (“RVAC” or the “Company”) announced that holders of the units sold in the Company’s

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2021 (September 27, 2021) RIVERVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40716 86-1972481 (State or other jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40716 Riverview Acquisition

HIGHBRIDGE CAPITAL MANAGEMENT LLC

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Riverview Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 769395203** (CUSIP Number) August 17, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the ru

Atalaya Capital Management LP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Riverview Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 769395203 ** (CUSIP Number) August 6, 2021 *** (Date of Event which Requires Filing of this Statement) Check the appropriate box t

K2 PRINCIPAL FUND, L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 1 (Rule 13d-102) Under the Securities Exchange Act of 1934 Riverview Acquisition Corp (Name of Issuer) Class A Common Shares (Title of Class of Securities) 769395203** (CUSIP Number) August 09, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

RIVERVIEW ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 RIVERVIEW ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 10, 2021 F-3 Notes to Financial Statement F-4 F-1 Index REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholder and Board of Directors of Riverview Acquisition Corp. Opinion on the Financial Statement We have audited th

Financial Statements and Exhibits, Other Events

8-K 1 brhc100281088k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2021 (August 10, 2021) Riverview Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40716 86-1972481 (State

K2 PRINCIPAL FUND, L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Riverview Acquisition Corp (Name of Issuer) Class A Common Shares (Title of Class of Securities) 769395203** (CUSIP Number) August 06, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RIVERVIEW ACQUISITION CORP.

EX-3.1 3 nt10021002x15ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RIVERVIEW ACQUISITION CORP. Riverview Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Riverview Acquisition Corp.” The original certificate of incorporatio

[Signature Page Follows]

Exhibit 10.4 August 5, 2021 Riverview Acquisition Corp. 510 South Mendenhall Road, Suite 200 Memphis, TN 38117 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), Can

UNDERWRITING AGREEMENT RIVERVIEW ACQUISITION CORP. CANTOR FITZGERALD & CO. Dated: August 5, 2021 Riverview Acquisition Corp. UNDERWRITING AGREEMENT

Exhibit 1.1 UNDERWRITING AGREEMENT between RIVERVIEW ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: August 5, 2021 Riverview Acquisition Corp. UNDERWRITING AGREEMENT New York, New York August 5, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Stephens Inc. 65 East 55th Street New York, New York 10022 As Representatives of the Underwriters named on Schedule A hereto Ladi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 (August 5, 2021) Riverview Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40716 86-1972481 (State or other jurisdiction of incor

Investment Management Trust Agreement, dated as of August 5, 2021, by and between Continental Stock Transfer & Trust Company and Riverview Acquisition Corp. (incorporated herein by reference to Exhibit 10.1 of Riverview Acquisition Corp.’s Current Report on Form 8-K, filed with the SEC on August 11, 2021)

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of August 5, 2021 by and between Riverview Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-2551

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

EX-10.3 7 nt10021002x15ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 5, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Rivervie

Warrant Agreement, by and between Continental Stock Transfer & Trust Company and Riverview Acquisition Corp. (incorporated herein by reference to Exhibit 4.4 of Riverview Acquisition Corp.’s Current Report on Form 8-K, filed with the SEC on August 11, 2021)

EX-4.4 4 nt10021002x15ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 5, 2021, is by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Tra

REGISTRATION RIGHTS AGREEMENT

EX-10.2 6 nt10021002x15ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 5, 2021, is made and entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed

Riverview Acquisition Corp. Announces Closing of $250 Million Initial Public Offering

EX-99.2 10 nt10021002x15ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Riverview Acquisition Corp. Announces Closing of $250 Million Initial Public Offering August 10, 2021 MEMPHIS, Tenn.-(BUSINESS WIRE)-Riverview Acquisition Corp. (Nasdaq: RVACU) (the “Company”), a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or

Riverview Acquisition Corp. Announces Pricing of $250 Million Initial Public Offering

EX-99.1 9 nt10021002x15ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Riverview Acquisition Corp. Announces Pricing of $250 Million Initial Public Offering August 5, 2021 MEMPHIS, Tenn.-(BUSINESS WIRE)-Riverview Acquisition Corp. (the “Company”), a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business c

$250,000,000 Riverview Acquisition Corp. 25,000,000 Units

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-255116 PROSPECTUS $250,000,000 Riverview Acquisition Corp. 25,000,000 Units Riverview Acquisition Corp. is a recently formed blank check company that will seek to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refe

Radcliffe Capital Management, L.P. - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Riverview Acquisition Corp. (Name of Issuer) Class A common stock, $0.001 par value (Title of Class of Securities) 769395203** (CUSIP Number

CERT

The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Vice President, Listing Qualifications Deputy General Counsel August 5, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on August 5, 2021, The Nasdaq Stock Market LLC (the "Exchange") receiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Riverview Acquisition Corp. (Exact Name of Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Riverview Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-1972481 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 510 South Mend

[signature page follows]

August 4, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

* * * *

August 4, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the U.S. Securities and Exchange Commission on August 4 , 2021.

As filed with the U.S. Securities and Exchange Commission on August 4 , 2021. Registration No. 333-255116 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Riverview Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1972481 (State or other jurisdiction o

Specimen Common Stock Certificate of Riverview Acquisition Corp. (incorporated herein by reference to Exhibit 4.2 of Riverview Acquisition Corp.’s Amendment No. 4 to the Registration Statement on Form S-1, filed with the SEC on August 4, 2021)

EX-4.2 5 nt10021002x8ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER [●] [●] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP: 769395 104 RIVERVIEW ACQUISITION CORP. A DELAWARE CORPORATION CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE EACH, OF RIVERVIEW ACQUISITION CORP. (THE “CORPORATION”) transferable on

Specimen Unit Certificate.(1)

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE [●] UNITS U-[●] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP: 769395 203 RIVERVIEW ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT [●] is the owner of [●] Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, $0.001 par value per s

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RIVERVIEW ACQUISITION CORP.

Exhibit 3.1(c) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RIVERVIEW ACQUISITION CORP. Riverview Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Riverview Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the S

INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July [●], 2021 by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-2551

Amended and Restated Bylaws.(1)

EX-3.2(B) 3 nt10021002x8ex3-2b.htm EXHIBIT 3.2(B) Exhibit 3.2(b) AMENDED AND RESTATED BYLAWS OF RIVERVIEW ACQUISITION CORP. (the “Company”) ARTICLE I OFFICES SECTION 1.01. Registered Office. The Company shall at all times maintain a registered office in the State of Delaware. The registered office of the Company and the registered agent of the Company at such office may be changed from time to tim

[Signature Page Follows]

Exhibit 10.4 July [●], 2021 Riverview Acquisition Corp. 510 South Mendenhall Road, Suite 200 Memphis, TN 38117 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”), a

As filed with the U.S. Securities and Exchange Commission on August 2, 2021.

As filed with the U.S. Securities and Exchange Commission on August 2, 2021. Registration No. 333-255116 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.3 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Riverview Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1972481 (State or other jurisdiction of

INVESTMENT AGREEMENT

Exhibit 10.9 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of July [●], 2021, is by and among (i) Riverview Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [●] (“Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and

As filed with the U.S. Securities and Exchange Commission on July 22, 2021.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on July 22, 2021. Registration No. 333-255116 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Riverview Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1972481 (State or other

UNDERWRITING AGREEMENT RIVERVIEW ACQUISITION CORP. CANTOR FITZGERALD & CO. Dated: July [ ], 2021 Riverview Acquisition Corp. UNDERWRITING AGREEMENT

Exhibit 1.1 UNDERWRITING AGREEMENT between RIVERVIEW ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: July [ ], 2021 Riverview Acquisition Corp. UNDERWRITING AGREEMENT New York, New York July [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Stephens Inc. 65 East 55th Street New York, New York 10022 As Representatives of the Underwriters named on Schedule A hereto Ladi

Specimen Warrant Certificate of Riverview Acquisition Corp. (incorporated herein by reference to Exhibit 4.3 of Riverview Acquisition Corp.’s Amendment No. 4 to the Registration Statement on Form S-1, filed with the SEC on August 4, 2021)

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of July [?], 2021, is by and between Riverview Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engag

CODE OF ETHICS RIVERVIEW ACQUISITION CORP.

Exhibit 14.1 CODE OF ETHICS OF RIVERVIEW ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of Riverview Acquisition Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: • promote honest and ethical conduct, including the ethical handling of actual or

As filed with the U.S. Securities and Exchange Commission on June 29, 2021.

S-1/A 1 nt10021002x4s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 29, 2021. Registration No. 333-255116 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Riverview Acquisition Corp. (Exact name of registrant as specified in its charter) Delawa

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF RIVERVIEW ACQUISITION CORP.

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF RIVERVIEW ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Riverview Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive com

WARRANT AGREEMENT

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of June [●], 2021, is by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engag

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER RIVERVIEW ACQUISITION CORP.

Exhibit 99.3 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER OF RIVERVIEW ACQUISITION CORP. The responsibilities and powers of the Nominating and Corporate Governance Committee (the ?Nominating Committee?) of the Board of Directors (?Board?) of Riverview Acquisition Corp. (the ?Company?), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an act

RIVERVIEW ACQUISITION CORP. AUDIT COMMITTEE CHARTER

Exhibit 99.1 RIVERVIEW ACQUISITION CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Riverview Acquisition Corp. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: • Performing the Board’s oversight responsibilities as they relate to the Company’s accounting policies

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Exhibit 99.5 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by Riverview Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directo

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Exhibit 99.6 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by Riverview Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directo

King & Spalding LLP

King & Spalding LLP 1180 Peachtree Street N.E. Atlanta, GA 30309-3521 www.kslaw.com Keith M. Townsend [email protected] T 404.572.3517 F 212.556.2222 June 29, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, DC 20549 Attn: Irene Barberena-Meissner Loan Lauren Nguyen Re: Riverview Acquisition Corp. Registration

LETTER

United States securities and exchange commission logo April 19, 2021 R. Brad Marin Chairman and Chief Executive Officer Riverview Acquisition Corp. 510 South Mendenhall Road Suite 200 Memphis, TN 38117 Re: Riverview Acquisition Corp. Registration Statement on Form S-1 Filed April 8, 2021 File No. 333-255116 Dear Mr. Marin: We have reviewed your registration statement and have the following comment

[Signature Page Follows]

Exhibit 10.4 April [●], 2021 Riverview Acquisition Corp. 510 South Mendenhall Road, Suite 200 Memphis, TN 38117 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”),

Form of Warrant Certificate

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW riverview ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP: 769395 112 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the r

Securities Subscription Agreement between the Registrant and the Sponsor.(1)

Exhibit 10.6 RIVERVIEW ACQUISITION CORP. 510 South Mendenhall Road, Suite 200 Memphis, TN 38117 Riverview Sponsor Partners, LLC 510 South Mendenhall Road, Suite 200 Memphis, TN 38117 February 18, 2021 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Riverview Sponsor Partners, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Cla

INDEMNITY AGREEMENT

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April [●], 2021, by and between RIVERVIEW ACQUISITION CORP., a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as dir

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Exhibit 99.4 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by Riverview Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directo

CERTIFICATE OF INCORPORATION OF RIVERVIEW ACQUISITION CORP.

Exhibit 3.1(a) Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “RIVERVIEW ACQUISITION CORP.”, FILED IN THIS OFFICE ON THE FOURTH DAY OF FEBRUARY, A.D. 2021, AT 4:44 O’CLOCK P.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 4993446 810

Certificate of Amendment to Certificate of Incorporation.(1)

Exhibit 3.1(b) CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF RIVERVIEW ACQUISITION CORP. Riverview Acquisition Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The Corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL

PROMISSORY NOTE

Exhibit 10.5 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of April [●], 2021 by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[]

Registration Statement - S-1

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on April 7, 2021. Registration No. 333- [???] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Riverview Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware ? ? 6770 ? ? 86-1972481 (State or other jurisdict

WARRANT AGREEMENT

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of April [?], 2021, is by and between Riverview Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is enga

RIVERVIEW ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE [●] UNITS U-[●] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP: 769395 203 RIVERVIEW ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT [●] is the owner of [●] Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, $0.001 par value per s

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April [●], 2021, is made and entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders”

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Riverview Sponsor Partners, LLC, a Delaware limited li

RIVERVIEW ACQUISITION CORP. 510 South Mendenhall Road, Suite 200 Memphis, TN 38117 April [?], 2021

Exhibit 10.7 RIVERVIEW ACQUISITION CORP. 510 South Mendenhall Road, Suite 200 Memphis, TN 38117 April [●], 2021 Riverview Sponsor Partners, LLC 510 South Mendenhall Road, Suite 200 Memphis, TN 38117 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Riverview Acquisition Corp. (the “Company”) and [●] (“Provider”), dated as of the date hereof, will confirm our agr

RIVERVIEW ACQUISITION CORP. A DELAWARE CORPORATION CLASS A COMMON STOCK

Exhibit 4.2 NUMBER [●] [●] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP: 769395 104 RIVERVIEW ACQUISITION CORP. A DELAWARE CORPORATION CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE EACH, OF RIVERVIEW ACQUISITION CORP. (THE “CORPORATION”) transferable on the books of the Corporation in person or

RIVERVIEW ACQUISITION CORP. (the “Company”) Article I

Exhibit 3.2(a) BYLAWS OF RIVERVIEW ACQUISITION CORP. (the “Company”) Article I OFFICES Section 1.01. Registered Office. The Company shall at all times maintain a registered office in the State of Delaware. The registered office of the Company and the registered agent of the Company at such office may be changed from time to time by the Company in the manner specified by law. The Company’s register

King & Spalding LLP

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