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 2526, 2022

Riverview Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40716		86-1972481
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

700 Colonial Road , Suite 101

Memphis, TN 38117

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (901) 767-5576

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	RVACU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.001 per share	RVAC	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at a price of $11.50 per share	RVACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~INTRODUCTORY ~~5.07 Submission of Matters to a Vote of Security Holders~~NOTE

OnEffective August 2526, 2022, Riverview Acquisition Corp. (~~the~~ “~~Company~~Riverview”) completed ~~held~~its apreviously ~~special~~announced ~~meeting~~business ofcombination ~~its~~(“Business ~~stockholders~~Combination”) with Westrock Coffee Company (~~the~~f/k/a ~~“Special~~Westrock ~~Meeting~~Coffee Holdings, LLC) (“Westrock”)., Atwhere ~~the~~Origin ~~Special~~Merger ~~Meeting~~Sub I, ofInc., ~~the~~a Delaware corporation and a ~~31,250,000~~wholly-owned ~~shares~~subsidiary of ~~common~~Westrock ~~stock~~(“Merger ofSub I”) merged with and into Riverview (the ~~Company~~“SPAC Merger”), with Riverview surviving the SPAC Merger (the “~~Company~~SPAC ~~common~~Merger ~~stock~~Surviving Company”) ~~outstanding~~as ~~and~~a ~~entitled~~wholly toowned ~~vote~~subsidiary of Westrock, and 24(iii) immediately following the SPAC Merger,~~469,389~~ ~~shares~~the ~~were~~SPAC ~~represented~~Merger Surviving Company merged with and into Origin Merger Sub II, ~~constituting~~LLC, a ~~quorum.~~Delaware ~~The~~limited ~~final~~liability ~~results~~company ~~for~~and ~~each~~a wholly-owned subsidiary of Westrock (the ~~matters~~“LLC ~~submitted~~Merger,” totogether with the SPAC Merger, the “Mergers”) with Merger Sub II surviving the LLC Merger as a ~~vote~~wholly-owned subsidiary of Westrock, pursuant to the terms of that certain ~~stockholders~~Transaction atAgreement, ~~the~~dated ~~Special~~April ~~Meeting~~4, ~~are~~2022 (as ~~follows:~~amended, modified or supplemented, the “Transaction Agreement”), by and among Riverview, Westrock, Merger Sub I and Merger Sub II.

~~Proposal~~Item ~~No.~~ 1 - The Business Combination Proposal: The stockholders approved and adopted the Transaction Agreement, dated as of April 4, 2022, by and among the Company, Westrock Coffee Holdings, LLC, a Delaware limited liability company (“Westrock”), Origin Merger Sub I, Inc.,02. aTermination ~~Delaware corporation and a wholly-owned subsidiary~~ of ~~Westrock (“Merger Sub I”) and Origin Merger Sub II, LLC,~~ a ~~Delaware~~Material ~~limited~~Definitive liability company and a wholly-owned subsidiary of Westrock (“Merger Sub II”), pursuant to which, among other things, (a) Merger Sub I will merge with and into the Company (the “SPAC Merger”), with the Company surviving the SPAC Merger and (b) immediately following the consummation of the SPAC Merger, the Company will merge with and into Merger Sub II (the “LLC Merger,” and together with the SPAC Merger and the other transactions contemplated by the Transaction Agreement~~, the “Business Combination”), with Merger Sub II surviving the LLC Merger, by the votes set forth in the table below:~~.

For	Against		Abstained
23,428,049	1,041,039		301

Effective August 26, 2022, in connection with the closing of the Mergers, Riverview and Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”), terminated that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated August 5, 2021, pursuant to which Riverview granted registration rights to the Sponsor. The termination agreement for the Registration Rights Agreement is attached as Exhibit 10.5 to this current report on Form 8-K and incorporated herein by reference.

~~Proposal~~Effective ~~No.~~August 226, -2022, ~~The~~in ~~Nasdaq~~connection ~~Stock~~with ~~Issuance~~the ~~Proposal:~~closing ~~The~~of ~~Company’s~~the ~~stockholders approved~~Mergers, ~~for~~Riverview and the ~~purposes~~Sponsor, ofterminated ~~complying~~that ~~with~~certain Administrative ~~Nasdaq~~Services ~~listing~~Letter ~~rules~~Agreement ~~563~~(~~a),~~the ~~(b)~~“Administrative ~~and~~Services (dLetter Agreement”), ~~the~~dated ~~issuance~~August of5, ~~more~~2021, ~~than~~pursuant ~~20%~~to ofwhich the ~~issued~~Sponsor provided secretarial support and ~~outstanding~~administrative ~~shares~~services ofto ~~Company~~Riverview. ~~common~~The ~~stock~~termination agreement in for ~~connection~~the ~~with~~Administrative ~~the~~Services ~~Business~~Letter ~~Combination,~~Agreement ~~immediately~~is ~~prior~~attached toas ~~the~~Exhibit ~~SPAC~~10.6 ~~Merger,~~to bythis ~~the~~current ~~votes~~report ~~set~~on ~~forth~~Form in8-K ~~the~~and ~~table~~incorporated ~~below:~~herein by reference.

For	Against		Abstained
23,427,849	1,041,239		301

Effective August 26, 2022, in connection with the closing of the Mergers, Riverview, and each of the Sponsor, R. Brad Martin, William V. Thompson III, Charles Slatery, Mark A. Edmonds, Leslie Starr Keating, and Willie H. Gregory (the “Indemnity Parties”) terminated those certain Indemnity Agreements (each an “Indemnity Agreement”), each dated August 5, 2021, pursuant to which Riverview provided certain rights to indemnification or exculpation as set forth in the Indemnity Agreement to the Indemnity Parties in exchange for each party’s service to Riverview. The termination agreement for the Indemnity Agreements is attached as Exhibit 10.7 to this current report on Form 8-K and incorporated herein by reference.

~~Proposal~~Effective ~~No.~~August 326, ~~- The~~2022, ~~Adjournment~~in ~~Proposal:~~connection ~~Because~~with the ~~Company's~~closing ~~stockholders~~of ~~approved~~the Mergers and the ~~Business~~release ~~Combination~~of ~~Proposal~~the ~~and~~funds from Riverview’s trust account to Riverview, following the ~~Nasdaq~~satisfaction ~~Stock~~of ~~Issuance~~payments ~~Proposal~~in connection with redemption of Riverview Class A Shares (defined below), atransaction ~~third~~expenses ~~proposal~~and todeferred ~~adjourn~~underwriting commission, the ~~Special~~Investment ~~Meeting~~Management ~~for~~Trust ~~the~~Agreement, dated ~~purpose~~ August of5, ~~soliciting~~2021, ~~additional~~by ~~proxies~~and ~~was~~between ~~not~~Riverview ~~submitted~~and toContinental ~~the~~Stock Transfer & Trust Company's, ~~stockholders~~as ~~for~~trustee, ~~approval~~terminated atpursuant ~~the~~to ~~Special~~its ~~Meeting~~terms.

NoItem ~~other~~2.02. ~~items~~Completion ~~were~~of ~~presented~~Acquisition ~~for~~or ~~stockholder~~Disposition ~~approval~~of ~~at the Special Meeting~~Assets.

~~Because~~On ~~none~~the terms and subject to the conditions set forth in the Transaction Agreement, at the effective time of the ~~proposals~~SPAC ~~before~~Merger (the ~~Special~~“SPAC Merger ~~Meeting~~Effective ~~were~~Time”), (i) each outstanding share of Class B common stock of Riverview, par value $0.001 per share (“~~routine~~Riverview Class B Shares”) ~~matters~~(other than the Riverview Class B Shares held as treasury stock), ~~there~~were automatically converted into one share of Class A common stock of Riverview, par value $0.001 per share (“Riverview Class A Shares”), (ii) each outstanding Riverview Class A Share (including the Riverview Class A Shares resulting from the conversion of Riverview Class B Shares at the SPAC Merger Effective Time but excluding any Riverview Class A Shares held as treasury stock) were noexchanged ~~broker~~for ~~non-votes~~one ~~occurring~~share of common stock, par value $0.01 per share, of Westrock (“Westrock Common Shares”), (iii) each outstanding warrant of Riverview to purchase Riverview Class A Shares was, by its terms, automatically converted into a comparable warrant (“Westrock Warrants”) to purchase Westrock Common Shares on the terms and subject to the conditions set forth in ~~connection~~the ~~with~~amended ~~these~~and ~~proposals~~restated atwarrant agreement, dated August 25, 2022, by and among Westrock, Computershare, Inc. and Computershare Trust Company, N.A. (the “Warrant Agreement”), (iv) each Riverview Class A Share and ~~Special~~Riverview ~~Meeting~~Class B Share held immediately prior to the SPAC Merger Effective Time by Riverview as treasury stock was automatically canceled and extinguished and (v) each share of capital stock of Merger Sub I issued and outstanding immediately prior to the SPAC Merger Effective Time was automatically canceled and extinguished and converted into one share of common stock, par value $0.01, of the SPAC Merger Surviving Company.

~~Item~~In ~~7.01~~the ~~Regulation~~SPAC FDMerger, ~~Disclosure~~(i) Westrock issued an aggregate of 12,868,151 Westrock Common Shares to the former holders of Riverview Class A Shares and Riverview Class B Shares immediately prior to the SPAC Merger Effective Time, and (ii) an aggregate of 19,900,000 Riverview Warrants, which were outstanding immediately prior to the SPAC Merger Effective Time, became converted into the same number of Westrock Warrants.

~~The~~On ~~information~~August ~~set~~29, ~~forth~~2022, ~~below~~Westrock ~~under~~Common ~~this~~Shares ~~Item 7.01 is intended to be furnished~~ and ~~shall~~certain ~~not~~Westrock beWarrants ~~deemed~~commenced ~~“filed”~~trading ~~for~~on ~~purposes~~The ~~of Section~~Nasdaq 18Stock ofMarket ~~the~~LLC ~~Securities Exchange Act of 1934, as amended~~ (the “~~Exchange Act~~Nasdaq”), ~~or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing~~ under the ~~Securities~~symbols ~~Act~~“WEST” ofand ~~1933~~“WESTW,” ~~as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing~~respectively.

~~On August 25, 2022, the Company issued a press release announcing the approval of the proposals related to the Business Combination at the Special Meeting.~~ The ~~Company~~foregoing ~~also~~descriptions ~~announced~~do ~~that~~not itpurport ~~had received elections~~ to ~~redeem~~be ~~approximately~~complete ~~73.53% of the outstanding shares of Class A common stock of the Company, which would leave approximately $66.3 million in the Company’s trust account. After the redemptions~~ and ~~prior~~ toare ~~the~~qualified ~~payment of transaction expenses~~ in ~~connection~~their ~~with~~entirety ~~the~~by ~~Business Combination,~~ the ~~combined~~text ~~company expects to receive approximately $295.9 million in gross proceeds immediately prior to the closing~~ of the ~~Business Combination~~Transaction Agreement, which ~~includes~~is ~~$202.4~~included ~~million~~as inExhibit expected gross proceeds (including via contribution of notes issued by a subsidiary of Westrock) from the issuance of equity financing in a Private Investment in Public Equity transaction2. A1 ~~copy~~to ofthis ~~the~~Current ~~press~~Report ~~release~~on isForm ~~furnished~~8-K ~~herewith as Exhibit 99.1~~ and is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 26, 2022, Riverview notified the Nasdaq that the SPAC Merger had been completed, and requested that Nasdaq suspend trading of the Riverview Class A Shares and the public Riverview Warrants on the Nasdaq and remove these securities from listing on the Nasdaq, in each case, prior to market open on August 29, 2022. Riverview also requested that the Nasdaq file with the United States Securities and Exchange Commission a notification of removal from listing on Form 25 to delist the Riverview Class A Shares and the public Riverview Warrants from the Nasdaq and to deregister the Riverview Class A Shares and the public Riverview Warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On August 26, 2022, in accordance with Riverview’s request, the Nasdaq filed the Form 25 with the SEC.

Merger Sub II, as successor in interest to Riverview, intends to file with the SEC a certification and notice of termination on Form 15 requesting that Riverview’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Riverview Class A Shares and the public Riverview Warrants.

The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.

Item 3.02

Unregistered Sales of Equity Securities.

Prior to the consummation of the Mergers, Riverview entered into subscription agreements (collectively, the “Riverview Subscription Agreements”) with certain institutional and accredited investors, pursuant to which such investors agreed to subscribe for and purchase, and Riverview agreed to issue and sell to such investors, immediately prior to the closing of the Mergers, an aggregate of 22,150,000 Riverview Class A Shares at a purchase price of $10.00 per share, for aggregate gross proceeds of $221,500,000 (the “Riverview PIPE Financing”), subject to the right of such subscribers to satisfy all or a portion of their subscription commitment by such subscriber holding any Riverview Class A Shares acquired after the date of the applicable Riverview Subscription Agreement and not exercising any voting or redemption rights with respect thereto, among other conditions (such shares, the “Offset Shares”).

Effective August 26, 2022, in connection with the closing of the Mergers, the Riverview PIPE Financing was consummated immediately prior to the closing of the SPAC Merger, with an aggregate of 20,240,000 Riverview Class A Shares for aggregate proceeds of $202,400,000, with the subscribers in the Riverview PIPE Financing having purchased 1,910,000 Offset Shares. Each Riverview Class A Share issued in the Riverview PIPE Financing was converted into one Westrock Common Share in the SPAC Merger. The issuance of the Riverview Class A Shares and Westrock Common Shares pursuant to the Riverview PIPE Financing was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Riverview Class A Shares and Westrock Common Shares were issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the Riverview Subscription Agreement, the forms of which is included as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in Item 2.02 and Item 5.03 is incorporated by reference into this Item 3.03.

As noted previously, in the SPAC Merger, each Riverview Class A Share and Riverview Class B Share was exchanged for one Westrock Common Share. Additional information about the Westrock Common Shares is set forth in the section of Westrock’s Registration Statement on Form S-4 (File No. 333-264464), as amended (the “Registration Statement”), initially filed on April 25, 2022, titled “Description of Securities – Common Stock”, which information is incorporated herein by reference.

As noted previously, as a result of the SPAC Merger, each Riverview Warrant become one Westrock Warrant and is governed by the terms of the Warrant Agreement. Each Westrock Warrant will entitle the registered holder to purchase one Westrock Common Share at a price of $11.50 per share, subject to the terms and conditions of the Warrant Agreement. Additional information about the Westrock Warrants is set forth in the section of the Registration Statement titled “Description of Securities – Westrock Warrants”, which information is incorporated herein by reference. The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the Warrant Agreement, which is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.01.

Changes in Control of Registrant.

The information set forth in the Introductory Note above and in Item 2.01 and Item 5.02 is incorporated by reference into this Item 5.01. As a result of the SPAC Merger, Riverview became a wholly-owned subsidiary of Westrock.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 26, 2022, R. Brad Martin, Charles Slatery, Leslie Starr Keating, Mark Edmunds and Willie Gregory each notified the board of directors of Riverview (the “Board”) of their respective decisions to resign from the Board effective as of immediately prior to the SPAC Merger and R. Brad Martin, Charles Slatery, William V. Thompson, and Anderee Berengian each resigned from all offices of the Riverview each held effective as of immediately prior to the SPAC Merger.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 2.02 is incorporated herein by reference into this Item 5.03.

As a result of the Mergers and effective as of the effectiveness of the LLC Merger, the certificate of formation and limited liability company agreement of Merger Sub II became the organizational documents of the company surviving the LLC Merger.

The certificate of formation and limited liability company agreement of Merger Sub II are set forth as Exhibit 3.1 and Exhibit 3.2 to this current report on Form 8-K and are incorporated herein by reference.

Item 8.01.

Other Events.

On August 29, 2022, Westrock issued a press release relating to the completion of the Business Combination and the commencement of trading of Westrock’s securities on the Nasdaq. A copy of the press release is included as Exhibit 99.2 hereto and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

Exhibit Number 99.1 Press Release, dated August 25, 2022

Exhibit Number
2.1		Transaction Agreement, dated April 4, 2022, by and among Riverview Acquisition Corp., Westrock Coffee Company, Origin Merger Sub I, Inc., and Origin Merger Sub II, LLC. (incorporated by reference to Exhibit 2.1 to Riverview Acquisition Corp.’s current report on Form 8-K, filed on April 4, 2022)
3.1		Certificate of Formation of Origin Merger Sub II, LLC, dated April 1, 2022
3.2		Limited Liability Company Agreement of Origin Merger Sub II, LLC, dated April 1, 2022
10.1		Registration Rights Agreement, dated as of August 5, 2021, by and between Riverview Sponsor Partners, LLC and Riverview Acquisition Corp. (incorporated herein by reference to Exhibit 10.2 of Riverview Acquisition Corp.’s Annual Report on Form 10-K for year ending December 31, 2021)
10.2		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)
10.3		Form of Riverview Acquisition Corp. Indemnity Agreement (incorporated herein by reference to Exhibit 10.8 of Riverview Acquisition Corp.’s registration statement on Form S-1 (Registration No. 333-255116), initially filed with the U.S. Securities and Exchange Commission on April 8, 2021)
10.4		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 U.S. Securities and Exchange Commission on August 11, 2021)
10.5		Termination Agreement, dated August 26, 2022, by and between Riverview Sponsor Partners, LLC and Riverview Acquisition Corp.
10.6		Termination Agreement, dated August 26, 2022, by and between Riverview Sponsor Partners, LLC and Riverview Acquisition Corp.
10.7		Termination Agreement, dated August 26, 2022, by and among Riverview Acquisition Corp., R. Brad Martin, William V. Thompson III, Charles Slatery, Mark A. Edmonds, Leslie Starr Keating, and Willie H. Gregory
10.8		Form of Subscription Agreement of Riverview Acquisition Corp. (incorporated by reference to Exhibit 10.1 to Riverview Acquisition Corp.’s current report on Form 8-K, filed on April 4, 2022)
99.1		Amended and Restated Warrant Agreement, dated August 26, 2022, by and among Westrock Coffee Company, Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Westrock Coffee Company’s quarterly report on Form 10-Q, filed on August 29, 2022)
99.2		Press Release, dated August 29, 2022

Forward-Looking Statements:

This current report includes forward-looking statements as defined under U.S. federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and statements regarding, but not limited to, our expectations, hopes, beliefs, intention or strategies regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

• the occurrence of any event, change or other circumstances that could result in the failure to consummate the Business Combination;

• the outcome of any legal proceedings that may be instituted against the Company and Westrock regarding the Business Combination;

• the inability to satisfy conditions to closing in the definitive agreements with respect to the Business Combination;

• changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

• the ability to meet and maintain Nasdaq’s listing standards following the consummation of the Business Combination;

• the risk that the Business Combination disrupts current plans and operations of Westrock as a result of the announcement and consummation of the Business Combination;

• costs related to the Business Combination;

• the projected financial information, anticipated growth rate, profitability and market opportunity of Westrock may not be an indication of the actual results of the Business Combination or Westrock’s future results;

• the combined company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;

• changes in applicable laws or regulations;

• the risk that Westrock’s shares of common stock will be illiquid;

• the possibility that Westrock may be adversely affected by other economic, business, and/or competitive factors, including risks related to:

o history of net losses;

o volatility and increases in the cost of green coffee, tea and other ingredients and packaging, and Westrock’s inability to pass these costs on to customers;

o Westrock’s inability to secure an adequate supply of key raw materials, including green coffee and tea, or disruption in Westrock’s supply chain;

o deterioration in general macroeconomic conditions;

o disruption in operations at any of Westrock’s production and distribution facilities;

o climate change, which may increase commodity costs, damage Westrock’s facilities and disrupt Westrock’s production capabilities and supply chain;

o failure to retain key personnel or recruit qualified personnel;

o risks associated with operating a coffee trading business and a coffee-exporting business;

o consolidation among Westrock’s distributors and customers or the loss of any key customer;

o complex and evolving U.S. and international laws and regulations, and noncompliance subjecting Westrock to criminal or civil liability;

o future acquisitions of businesses, which may divert Westrock’s management’s attention, prove difficult to effectively integrate and fail to achieve their projected benefits;

o Westrock’s inability to effectively manage the growth and increased complexity of Westrock’s business;

o Westrock’s inability to maintain or grow market share through continued differentiation of Westrock’s product and competitive pricing;

o Westrock’s inability to secure the additional capital needed to operate and grow Westrock’s business;

o future litigation or legal disputes, which could lead Westrock to incur significant liabilities and costs or harm Westrock’s reputation;

o a material failure, inadequacy or interruption of Westrock’s information technology systems;

o the unauthorized access, theft, use or destruction of personal, financial or other confidential information relating to Westrock’s customers, suppliers, employees or business;

o Westrock’s future level of indebtedness, which may reduce funds available for other business purposes and reduce Westrock’s operational flexibility;

o the credit agreement that Westrock will enter into in connection with the closing of the Business Combination will contain financial covenants that may restrict our ability to operate Westrock’s business;

o Westrock’s inability to complete the construction of its new facility in Conway, Arkansas in time or incurring additional expenses in the process;

o Westrock’s corporate structure and organization; and

o Westrock’s being a public company;

• the possible resurgence of COVID-19 and emergence of new variants of the virus on the foregoing, including Riverview’s and Westrock’s abilities to consummate the Business Combination; and

• other risks, uncertainties and factors set forth in the prospectus filed by Westrock relating to the transactions contemplated by the Transaction Agreement filed with the Securities and Exchange Commission on August 5, 2022 (the “Prospectus”), including those set forth under “Risk Factors.”

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the Prospectus and in Riverview’s registration statement on Form S-1 filed in connection with its initial public offering, Riverview’s Annual Report on Form 10-K for the year ended December 31, 2021 and Riverview’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the Business Combination or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

No Offer or Solicitation

This current report on Form 8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 26, 2022
	Origin Merger Sub II, LLC
	By:	/s/ Will Thompson
	As successor by merger to Riverview Acquisition Corp.
	Name:	Will Thompson
	By:	Westrock Coffee Company
	Title:	Chief Financial Officer
	Its:	Sole Member
Date: August 29, 2022		By:	/s/ Robert P. McKinney
		Name:	Robert P. McKinney
		Title:	Chief Legal Officer

Filing Compare · Riverview Acquisition Corp.