UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE~~of

~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report (Date of earliest event reported): ~~April~~August 415, 2022

Riverview Acquisition Corp.

(Exact name of registrant as specified in its charter)

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

510 South Mendenhall Road, Suite 200

Memphis, TN 38117

(Address of principal executive offices, ~~including~~- zip code)

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

(Registrant’s telephone number, including area code)

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 (§17 CFR 230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~Transaction~~On ~~Agreement~~August 9, 2022, Mr. R. Brad Martin informed the Board of Directors (the “Board”) of Riverview Acquisition Corp. (“Riverview”) of his resignation as a member of the Nominating and Corporate Governance Committee of the Board, effective immediately. Mr. Martin informed the Board that he is resigning so that such committee be composed entirely of independent directors, in accordance with NASDAQ listing standards. Mr. Martin continues to serve as Chairman of the Board and Chief Executive Officer of Riverview.

OnItem ~~April 4, 2022, Riverview Acquisition Corp~~8.,01 aOther Delaware corporation (“Riverview”), entered into a Transaction Agreement, by and among Riverview, Westrock Coffee Holdings, LLC, a Delaware limited liability company (“Westrock”), Origin Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Westrock (“Merger Sub I”) and Origin Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Westrock (“Merger Sub II,” together with Merger Sub I, the “Merger Subs”) (as may be amended and/or restated from time to time, the “Transaction Agreement”). The Mergers (as defined below) were unanimously approved by Riverview’s Board of Directors and Westrock’s Board of Managers. The Transaction Agreement and the transactions contemplated thereby, including the Mergers, were also approved by Westrock’s members holding a majority of the voting power of Westrock’s outstanding units. If the Transaction Agreement is approved by Riverview’s stockholders, and the transactions contemplated by the Transaction Agreement are consummated, (i) Westrock will convert from a Delaware limited liability company to a Delaware corporation (the “Conversion”), (ii) immediately following confirmation of the Conversion, Merger Sub I will merge with and into Riverview (the “SPAC Merger”), with Riverview surviving the SPAC Merger (the “SPAC Merger Surviving Company”) as a wholly owned subsidiary of Westrock, and (iii) immediately following confirmation of the SPAC Merger, the SPAC Merger Surviving Company will merge with and into Merger Sub II (the “LLC Merger,” together with the SPAC Merger, the “Mergers”) with Merger Sub II surviving the LLC Merger as a wholly-owned subsidiary of Westrock.Events

~~Under~~Certain ~~the~~Merger-Related ~~Transaction~~Litigation Agreement, immediately prior to the effective time of the Conversion, (a) each issued and outstanding membership unit of Westrock designated as a common unit shall be automatically converted into a certain number of shares of common stock of Westrock, par value $0.01 per share (the “Westrock Common Shares”), (b) each issued and outstanding membership unit of Westrock designated as a common equivalent preferred unit (a “Westrock Preferred Unit”) for which the holder has not elected (a “Preferred Election”) to convert into shares of preferred stock of Westrock, par value $0.01 per share (the “Westrock Preferred Shares”) shall be automatically converted into a certain number of Westrock Common Shares, and (c) each issued and outstanding Westrock Preferred Unit for which the holder has made a Preferred Election shall be automatically converted into a certain number of Westrock Preferred Shares.Matters

InAs ~~addition~~previously announced, ~~immediately~~on ~~prior~~April to4, ~~the~~2022, ~~effective~~Riverview ~~time~~Acquisition ofCorp. ~~the SPAC Merger,~~ (i“Riverview”) ~~each issued and outstanding share of Class B Common Stock~~, ~~par value~~Westrock ~~$0.001~~ Coffee ~~per share~~Holdings, ofLLC ~~Riverview~~ (~~the~~ “~~Riverview Class B Common Stock~~Westrock”), Origin ~~will~~Merger beSub ~~automatically~~I, ~~converted~~Inc. ~~into~~(“Merger ~~one~~Sub ~~share~~I”), ofand ~~Class~~Origin AMerger ~~Common~~Sub ~~Stock~~II, ~~par~~LLC ~~value $0.001, of Riverview~~ (~~the~~ “~~Riverview~~Merger ~~Class~~Sub ~~A Common Stock~~II,” ~~and,~~ together with ~~the~~Merger ~~Riverview Class~~Sub ~~B Common Stock~~I, the “~~Riverview~~Merger ~~Common Stock~~Subs”), entered ininto ~~accordance~~a ~~with~~Transaction ~~the~~Agreement ~~terms of the Amended and Restated Certificate of Incorporation of Riverview~~ (~~such conversion,~~ the “~~Riverview~~Transaction ~~Class B Conversion~~Agreement”) ~~and~~, ~~after~~pursuant ~~giving effect~~ to ~~such~~which ~~automatic conversion,~~Merger atSub ~~the~~I ~~effective~~will ~~time~~merge ofwith ~~the SPAC Merger~~ and asinto aRiverview ~~result of~~ (the “SPAC Merger”), ~~each~~with ~~issued and outstanding share of~~ Riverview ~~Class~~surviving ~~A Common Stock will automatically be converted into~~ the SPAC ~~right~~Merger of (the ~~holder~~“SPAC ~~thereof~~Merger toSurviving ~~receive~~Company”) ~~one Westrock~~as ~~Common~~a ~~Share~~wholly ~~and~~owned ~~(ii)~~subsidiary ~~each~~of ~~issued~~Westrock, and ~~outstanding~~following ~~warrant~~the toSPAC ~~purchase~~Merger, ~~one~~the ~~share~~SPAC ofMerger ~~Riverview~~Surviving ~~Class~~Company Awill ~~Common~~merge ~~Stock~~with ~~sold to the public~~ and tointo ~~Riverview~~Merger ~~Sponsor~~Sub ~~Partners,~~II ~~LLC~~ (the “~~Sponsor~~LLC Merger,”) inand atogether ~~private~~with ~~placement~~the ~~in connection with~~SPAC ~~Riverview’s~~ Merger, ~~initial~~the ~~public offering (~~“~~Riverview Warrants~~Mergers”) ~~will~~with ~~automatically~~Merger ~~and~~Sub ~~irrevocably~~II besurviving ~~assumed~~the byLLC ~~and~~Merger ~~assigned~~as ~~to Westrock and converted into~~ a ~~corresponding~~wholly-owned ~~warrant~~subsidiary toof ~~purchase~~ Westrock ~~Common Shares (“Westrock Warrants”)~~. ~~Under~~ Riverview’s ~~Amended~~filed ~~and Restated Certificate of Incorporation, and in connection~~ with ~~obtaining~~ the ~~approval~~Securities ofand ~~the~~Exchange ~~Mergers~~Commission by(“SEC”) ~~Riverview’s~~on ~~stockholders~~August 5, ~~Riverview~~2022 ~~is required to provide an opportunity for~~ its ~~stockholders~~definitive toproxy ~~redeem~~statement ~~all~~relating ~~or a portion~~to ofthe ~~their~~transactions ~~outstanding~~contemplated ~~shares~~by ofthe ~~Riverview~~Transaction ~~Class~~Agreement ~~A Common Stock as set forth therein~~ (the “~~Riverview~~Proxy ~~Stockholder Redemption~~Statement”)~~, with the Riverview Stockholder Redemption to be effected no later than immediately prior to the effective time of the SPAC Merger~~.

~~The~~On ~~parties~~May to9, ~~the~~2022 ~~Transaction~~and ~~Agreement~~June ~~have~~27, ~~made~~2022, ~~customary~~Riverview ~~representations,~~received ~~warranties,~~two ~~and~~private ~~covenants~~demand letters from purported shareholders in connection with the ~~Transaction~~proposed ~~Agreement,~~Mergers. ~~including,~~The ~~among~~demand ~~others,~~letters ~~covenants~~seek ~~with~~certain ~~respect~~supplemental disclosures and threaten to assert claims under the ~~conduct~~federal ofsecurities ~~each~~laws ofagainst Riverview and Westrock, ~~and~~if ~~its~~the ~~subsidiaries~~disclosures ~~prior~~are tonot ~~the~~made. In ~~closing~~addition, on August 2, 2022, a purported stockholder of the Company ~~Mergers~~filed (a complaint in the ~~“Closing”)~~Chancery ~~and~~Court aof ~~covenant~~Shelby ~~providing~~County, ~~for~~Tennessee, ~~Riverview~~captioned ~~and~~Garfield ~~Westrock~~v. toR. ~~jointly~~Brad ~~prepare~~Martin, ~~agree~~et. ~~upon~~al., ~~and~~Case No. CH-22-1097, alleging ~~file~~claims athat ~~registration~~Riverview's ~~statement~~public ondisclosures ~~Form~~concerning ~~S-4 (~~the ~~“Registration~~proposed ~~Statement”)~~Mergers ~~with~~omitted allegedly material information that the Ucomplaint asserts was required to be disclosed.S The complaint names Riverview, each of its current directors, Messrs. ~~Securities~~R. ~~and~~Brad Martin, ~~Exchange~~Charles ~~Commission~~Slatery, ~~(the~~Leslie ~~“SEC”)~~Starr ~~(which~~Keating, ~~will~~Mark ~~contain~~Edmunds, aand ~~prospectus~~Willie ofGregory, and Westrock as defendants and ~~proxy~~alleges, ~~statement~~among other things, claims for purported violations of ~~Riverview).~~the ~~The~~Tennessee ~~representations~~Securities Act of 1980 and ~~warranties~~fraudulent and negligent ~~made~~misrepresentation inand ~~the~~concealment ~~Transaction~~under ~~Agreement~~Tennessee ~~will~~law. The deadline for Riverview to respond to the complaint has not ~~survive~~yet passed. The Company believes that the ~~consummation~~allegations ofin the ~~Mergers~~complaint and demand letters are without merit.

~~The~~While ~~Closing~~Riverview isbelieves ~~subject~~that ~~to certain customary conditions, including, among other things: (i)~~ the ~~expiration~~disclosures orin ~~termination~~connection ofwith the ~~waiting period (or any extension thereof) applicable under the Hart-Scott Rodino Antitrust Improvements Act of 1976, (ii) after giving effect to the~~ transactions contemplated by the Transaction Agreement, (including ~~the~~those ~~Riverview~~set ~~Stockholder~~forth ~~Redemption), Riverview~~in ~~shall have at least $5,000,001 of net tangible assets; (iii)~~ the ~~required~~Proxy approval of the stockholders of Riverview shall have been obtained for the Mergers (the “Requisite Riverview Stockholder Approval”); (iv) the required approval of the members of Westrock shall have been obtained for the Mergers (the “Member Consent”)Statement, ~~which~~comply ~~such~~fully ~~Member Consent has been obtained; (v) Westrock’s initial listing application~~ with ~~the~~applicable ~~Nasdaq Stock Market LLC in connection with the transactions contemplated by the Transaction Agreement shall have been conditionally approved; (vi) the absence of any material adverse effect~~law, orRiverview ~~any~~has ~~change,~~determined ~~event, effect, or occurrence that, individually or in the aggregate would result in a material adverse effect with respect~~ to ~~either~~voluntarily ~~Westrock~~supplement ~~or Riverview; (vii)~~ the ~~effectiveness~~Proxy ~~of the Registration~~ Statement ~~in accordance~~ with the ~~provisions~~supplemental ofdisclosures ~~the~~set ~~Securities~~forth ~~Act~~below ~~of 1933, as amended~~ (the “~~Securities~~Supplemental ~~Act~~Disclosures”),. ~~the~~Nothing ~~absence~~in ~~of any stop order issued by~~ the ~~SEC, and~~Supplemental ~~the~~Disclosures ~~absence of any proceeding seeking such a stop order having been threatened or initiated by the SEC which remains pending; (viii) no governmental entity~~ shall ~~have~~be ~~enacted,~~deemed ~~issued~~an oradmission ~~entered any law or order that is then in effect and which has the effect~~ of ~~making~~ the ~~transactions~~legal ~~contemplated~~necessity ~~by the Transaction Agreement illegal~~ or ~~which~~materiality ~~otherwise~~under ~~prohibits~~applicable orlaws ~~prevents the consummation~~ of ~~the~~any ~~transactions; (ix) the accuracy~~ of the ~~representations~~disclosures ~~and warranties of each party to the Transaction Agreement (subject to certain materiality standards~~ set forth ~~in the Transaction Agreement); and (x) material compliance by each of Riverview and Westrock with its pre-Closing covenants~~herein. InTo ~~addition,~~ the ~~obligations~~contrary, ofRiverview ~~Westrock~~specifically ~~and~~denies ~~the Merger~~all ~~Subs~~allegations ~~to consummate the Mergers are also conditioned on (i) the aggregate cash proceeds held~~ in ~~Riverview’s trust account (after giving effect to~~ the ~~Riverview~~litigation ~~Stockholder~~that ~~Redemption~~any ~~but prior to the SPAC Merger), plus all of the aggregate~~additional ~~cash~~disclosure ~~proceeds~~was ~~actually received by Riverview and Westrock pursuant to the PIPE Financing (as defined below), being equal to~~ or ~~greater~~is ~~than $250,000,000 (the “Cash Proceeds Condition”)~~required. The obligations of Riverview to consummate the Mergers are also conditioned upon, among other things, the effectiveness of Westrock’s conversion to a Delaware corporation and the appointment of directors to Westrock’s post-combination Board of Directors as set forth in the Transaction Agreement.

~~The~~SUPPLEMENTAL ~~Transaction~~DISCLOSURES ~~Agreement~~TO ~~may~~DEFINITIVE bePROXY terminated by Riverview or Westrock under certain circumstances, including, among others: (i) by written consent of Riverview and Westrock; (ii) by either Riverview or Westrock, if the Closing has not occurred on or before January 4, 2023 (except that the right to terminate shall not be available to any party whose breach of any of its covenants or obligations under the Transaction Agreement shall have proximately caused the failure to consummate the Closing by such date); (iii) by Riverview or Westrock, if the meeting of the stockholders of Riverview (the “Riverview Stockholders’ Meeting”) has been held and concluded without Riverview obtaining the Requisite Riverview Stockholder Approval; and (iv) by Riverview or Westrock, if any of such other party’s representations or warranties set forth in the Transaction Agreement are not true and correct or such other party has failed to perform any covenant or agreement set forth in the Transaction Agreement, in each case, if such breach or failure (a) would prevent certain conditions to closing from being satisfied and (b) is incurable or not cured within the time periods set forth in the Transaction Agreement.STATEMENT

~~The~~These ~~foregoing~~disclosures ~~description~~should ofbe ~~the~~read ~~Transaction~~in ~~Agreement~~connection ~~and~~with the ~~Mergers~~Proxy ~~does~~Statement, ~~not~~which ~~purport~~should to be ~~complete~~read ~~and is qualified~~ in its entirety. byTo the ~~terms and~~extent conditions of the Transaction Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Transaction Agreement contains representations, warranties, and covenants that ~~the~~information ~~parties to the~~herein ~~Transaction~~differs ~~Agreement~~from ~~made to each other as of the date of the Transaction Agreement~~ or ~~other~~updates ~~specific~~information ~~dates.~~contained ~~The assertions embodied~~ in ~~those~~the ~~representations,~~Proxy ~~warranties~~Statement, ~~and covenants were made for purposes of~~ the ~~contract~~information ~~among~~contained ~~the~~herein ~~parties~~supersedes ~~and are subject to important qualifications and limitations agreed to by~~ the ~~parties~~information contained in ~~connection with negotiating~~ the ~~Transaction~~Proxy ~~Agreement~~Statement. ~~The~~Capitalized ~~Transaction Agreement has been attached to provide investors with information regarding its~~ terms ~~and~~used is but not ~~intended~~defined toherein ~~provide~~have ~~any other factual information about Riverview, Westrock, or any other party to~~ the ~~Transaction~~meanings ~~Agreement.~~set Inforth ~~particular, the representations, warranties, covenants, and agreements contained~~ in the ~~Transaction Agreement,~~ ~~which~~Proxy ~~were made only for purposes of the Transaction Agreement and as of specific dates~~Statement, ~~were~~unless ~~solely~~otherwise ~~for~~defined the benefit of the parties to the Transaction Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Transaction Agreement instead of establishing these matters as facts), and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SECbelow. ~~Investors~~All ~~should~~page ~~not~~references ~~rely~~in on the ~~representations,~~information ~~warranties,~~below ~~covenants,~~are ~~and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party~~ to ~~the~~pages ~~Transaction~~in ~~Agreement. In addition,~~ the ~~representations,~~Proxy ~~warranties, covenants, and agreements and other terms of the Transaction Agreement may be subject to subsequent waiver or modification~~Statement. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Transaction Agreement, which subsequent information may or may not be fully reflected in Riverview’s or Westrock’s public disclosures.

~~PIPE~~The ~~Subscription~~following ~~Agreements~~supplemental disclosure amends and restates in its entirety the fourth and fifth full paragraph on page 137 of the definitive proxy statement concerning the Background of the Merger:

~~Riverview~~On ~~and~~April ~~Westrock~~27, ~~have~~2021, ~~entered~~Mr. ~~into~~Martin ~~Subscription~~traveled ~~Agreements~~to ~~(collectively~~Little Rock, ~~the~~Arkansas ~~“PIPE~~to ~~Subscription~~meet ~~Agreements~~with representatives of Stephens, Inc. (“Stephens”), ~~each~~an ~~dated~~investment asbank, ofto ~~April~~discuss 4,their ~~2022,~~participation ~~with~~in ~~certain~~the ~~investors~~underwriting ~~(collectively,~~group for the ~~“PIPE~~Riverview ~~Investors”),~~initial ~~pursuant~~public tooffering. ~~which,~~While ~~among~~Mr. ~~other~~Martin ~~things~~was in Little Rock, ~~Riverview~~Mr. ~~and~~Ford ~~Westrock~~met ~~have~~Mr. Martin for lunch after the meeting with Stephens, ~~respectively~~and shared elements of the history of Westrock, including ~~agreed~~its evolution from a mission trip to ~~issue~~Rwanda. ~~and~~Mr. ~~sell,~~Ford insaid ~~private~~that ~~placements~~Westrock planned to ~~close~~consider ~~immediately~~various ~~prior~~capital-raising options to ~~the~~support ~~Closing~~its growth, including an ~~aggregate~~initial ofpublic 22offering,~~150~~ a merger,~~000~~ ~~shares~~a ofprivate ~~Riverview~~equity ~~Class~~investment Aor ~~Common~~a ~~Stock~~business combination ~~and~~with ~~2,850,000~~a ~~Westrock~~special ~~Common~~purpose ~~Shares~~acquisition ~~for~~vehicle as a ~~purchase~~means ~~price~~ of ~~$10~~raising capital.00 ~~per~~Mr. ~~share~~Martin ~~(the~~explained ~~“PIPE~~that ~~Financing”).~~Riverview ~~PIPE~~was ~~Investors~~not ~~are~~in ~~permitted~~a ~~under~~position ~~the~~to ~~PIPE~~participate ~~Subscription~~in ~~Agreements~~any capital-raising process at that time but offered to ~~satisfy~~introduce Mr. Ford to a ~~their~~representative ~~commitments~~of ~~thereunder~~a ~~through~~major ~~the~~global ~~purchase~~private ofequity ~~Class~~fund A(“Private ~~Common~~Equity ~~Stock~~Fund onA”), ~~the~~with ~~public~~which ~~market,~~Mr. ~~subject~~Martin tois ~~certain~~affiliated ~~restrictions~~as ~~set~~a ~~forth~~member ~~therein.~~of ~~Each~~such fund’s board of ~~the~~advisors. ~~PIPE~~Mr. ~~Subscription~~Ford ~~Agreements~~indicated ~~has~~that ~~been~~he ~~entered~~might ~~into~~entertain onsuch ~~substantially~~a ~~similar~~conversation ~~terms~~in the future, and Mr. ~~conditions~~Martin and Mr. Ford agreed to ~~the~~stay ~~forms~~in oftouch. ~~the~~Prior ~~PIPE~~to ~~Subscription~~Riverview’s ~~Agreement~~initial public offering, ~~copies~~neither ofRiverview ~~which~~nor ~~are~~anyone ~~filed~~on asits ~~Exhibits~~behalf ~~10.1~~engaged ~~and~~in ~~99.6~~any ~~hereto~~substantive ~~and~~discussions ~~are~~with ~~incorporated~~Westrock byor ~~reference~~any ~~herein~~other party regarding an initial business combination with Riverview.

~~The~~On ~~foregoing~~June ~~description~~19, of2021, ~~the~~Mr. ~~PIPE~~Ford ~~Subscription~~and ~~Agreements~~Mr. ~~does~~Martin ~~not~~spoke, ~~purport~~and toMr. beFord ~~complete~~indicated ~~and~~that isthere ~~qualified~~were inpotential ~~its~~acquisition ~~entirety~~opportunities byemerging in the market that ~~terms~~Westrock might wish to consider and ~~conditions~~would be interested in talking with Private Equity Fund A. Mr. Martin provided an introduction to Private Equity Fund A, with which Mr. Martin is affiliated as a member of ~~the~~such ~~applicable~~fund’s ~~forms~~board of ~~the~~advisors, ~~PIPE~~and ~~Subscription~~a confidentiality ~~Agreements~~agreement between Private Equity Firm A and Westrock was executed on July 8, ~~copies~~2021, ofpursuant to which ~~are~~Westrock ~~filed~~and asPrivate ~~Exhibits~~Equity 10Firm A subsequently shared certain confidential information.1 In conjunction with Private Equity Fund A’s conversations with Westrock, two executives of Private Equity Fund A met on July 21, 2021 and 99July 22, 2021 with Mr.6 ~~hereto~~Ford and ~~are~~Mr. ~~incorporated~~Martin byand ~~reference~~discussed ~~herein~~the possibility of Private Equity Firm A investing in Westrock as either a bridge to an initial public offering, a preferred stock investment in Westrock as a private company, or a potential joint venture in an acquisition of another company.

~~Sponsor~~The ~~Support~~following ~~Agreement~~supplemental disclosure amends and restates in its entirety the fourth, fifth and sixth full paragraph on page 138 of the definitive proxy statement concerning the Background of the Merger:

~~Riverview,~~On ~~Westrock~~August ~~and the Sponsor~~9, ~~concurrently with the execution and delivery of the Transaction Agreement~~2021, ~~have~~Mr. ~~entered~~Martin ~~into~~had ~~the~~a ~~Sponsor Support~~telephone ~~Agreement~~conversation ~~(the~~with ~~“Sponsor~~Mr. ~~Support~~Ford ~~Agreement”),~~during ~~pursuant to~~ which ~~the~~he ~~Sponsor~~apprised ~~has~~Mr. ~~agreed,~~Ford among other things, to vote (or execute and return an action by written consent), or cause to be voted at the Riverview Stockholders’ Meeting (or validly execute and return and cause such consent to be granted with respect to), all of ~~its shares of Riverview Common Stock in favor of (A)~~ the ~~approval~~consummation ~~and adoption~~ of the ~~Transaction~~Riverview ~~Agreement~~IPO and ~~approval of the Mergers and all other transactions~~ ~~contemplated~~inquired byif ~~the~~Westrock ~~Transaction~~remained ~~Agreement,~~interested ~~(B)~~in ~~against~~considering ~~any~~a ~~action,~~potential ~~agreement~~business orcombination ~~transaction~~with ora ~~proposal~~special ~~that~~purpose ~~would~~acquisition ~~result~~vehicle inas a ~~breach~~means of ~~any~~raising ~~covenant~~capital, ~~representation~~as orMr. ~~warranty~~Ford orhad ~~any~~previously ~~other~~indicated ~~obligation~~during ortheir ~~agreement~~meeting ofon ~~Riverview~~April ~~under~~27, ~~the~~2021. ~~Transaction~~Following ~~Agreement~~such ortelephone ~~that~~conversation, ~~would~~on ~~reasonably~~August be10, ~~expected~~2021, ~~to result in the failure of the Mergers from being consummated and (C) each of the proposals and any other matters necessary or reasonably requested by~~ Riverview ~~for consummation of the Mergers~~ and ~~the~~Westrock ~~other~~entered ~~transactions~~into ~~contemplated~~a bynon-disclosure ~~the~~agreement, ~~Transaction Agreement. The foregoing description of the Sponsor Support Agreement~~ and ~~the~~on ~~transactions~~August ~~contemplated thereby is not complete and is subject to~~12, ~~and qualified in its entirety by reference to~~2021, ~~the~~Westrock ~~actual~~first ~~agreement,~~provided arepresentatives ~~copy~~ of ~~which~~Riverview ~~is filed~~ with ~~this~~certain ~~Current~~confidential ~~Report on Form 8-K as Exhibit 10~~information.~~4, and the terms of which are incorporated herein by reference.~~

~~Item~~On 7August 19, 2021 and August 20, 2021, Mr.01 Martin met with the Westrock management team, including, Joe T. ~~Regulation~~Ford, FDco-Founder ~~Disclosure~~and Chairman of Westrock, to discuss Westrock’s business, its plans for growth and the potential for a business combination involving Riverview and Westrock. It was during this time that Mr. Scott Ford and Mr. Martin first engaged in substantive discussions about a potential merger, including ranges of value and structures that would be necessary in order to effect a transaction that would be supported by Riverview and the common and preferred equityholders of Westrock, including BBH, who held a majority of the existing Westrock Preferred Units, whose consent was necessary to approve a business combination.

OnFollowing ~~April~~this 4meeting, ~~2022,~~Mr. ~~Riverview~~Martin and ~~Westrock~~Stephens ~~issued~~held amultiple ~~joint~~discussions ~~press~~with ~~release announcing~~ the ~~execution~~boards of ~~the~~Riverview ~~Transaction~~and ~~Agreement.~~Westrock ~~The~~to ~~joint~~discuss ~~press~~other ~~release~~potential isopportunities ~~attached~~and ~~hereto~~to asdiscuss ~~Exhibit~~appropriate ~~99.1~~value and ~~incorporated~~structure bydynamics ~~reference~~in ~~herein~~a prospective business combination between Riverview and Westrock.

~~Attached~~The ~~hereto~~following assupplemental ~~Exhibit~~disclosure ~~99.2~~amends and ~~incorporated~~restates byin ~~reference~~its ~~herein~~entirety is the ~~investor~~fifth ~~presentation~~full ~~dated~~paragraph ~~April~~on 4,page ~~2022,~~139 ~~which~~of ~~will~~the bedefinitive ~~used by~~proxy ~~Riverview~~statement ~~and~~concerning ~~Westrock~~the ~~with~~Background ~~respect~~of to the ~~Mergers.~~Merger:

On ~~April~~January 45, 2022, the Riverview ~~made~~management ~~available~~team onand ~~its~~Riverview’s ~~website~~advisors atraveled ~~pre-recorded~~to ~~webcast~~Little ~~discussing~~Rock, Arkansas for management presentations and due diligence. At such meeting, the ~~Mergers~~Riverview management team was joined by members of HF Capital, a potential PIPE investor with whom Mr. ~~The~~Martin ~~Transcript~~has an existing relationship due in part to Mr. Martin’s service as a member of the ~~webcast~~board isof ~~attached~~managers of ~~hereto~~Pilot asTravel ~~Exhibits~~Centers, ~~99.3~~LLC, ~~and~~in ~~incorporated~~which byHF ~~reference~~Capital ~~herein~~has a significant equity investment.

OnThe ~~April~~following 4,supplemental ~~2022,~~disclosure ~~Riverview~~amends ~~sent~~and anrestates ~~e-mail~~in ~~communication~~its toentirety 12the ~~anchor~~third ~~investor~~full ~~firms~~paragraph ~~which~~on ~~funded~~page ~~its~~140 ~~initial~~of ~~public offering, announcing~~ the ~~Company’s~~definitive ~~entry~~proxy statement ~~into~~concerning the ~~Transaction~~Background ~~Agreement. A copy~~ of the ~~communication is attached as Exhibit 99.4, and incorporated herein by reference.~~Merger:

~~The~~On ~~information~~January in29, ~~this~~2022, ~~Item 7~~Mr.~~01,~~ ~~including~~Martin ~~Exhibits~~met ~~99.1,~~with ~~99.2,~~representatives ~~99.3~~of BBH to share his interest regarding a potential transaction between Riverview and 99Westrock.4 At this meeting, isMr. ~~furnished~~Martin ~~and~~also ~~shall~~suggested ~~not~~that bein ~~deemed~~order ~~“filed”~~to secure BBH’s support for ~~purposes~~ ofa ~~Section~~potential 18transaction, ofhe would consider the ~~Securities~~potential ~~Exchange~~for ~~Act~~BBH ofto ~~1934,~~retain asa ~~amended~~preferred (stock interest in the ~~“Exchange~~combined ~~Act”)~~company, orin ~~otherwise~~conjunction ~~subject~~with toa ~~liabilities~~substantial capital ~~under~~investment ~~that~~by ~~section,~~Riverview and ~~shall~~the ~~not~~PIPE beInvestors, ~~deemed~~subject to bethe ~~incorporated~~approval byof ~~reference~~Westrock’s ~~into~~and ~~the~~Riverview’s ~~filings~~board of ~~Riverview~~directors, ~~under the~~including ~~Securities~~as ~~Act~~to or the ~~Exchange~~terms ~~Act,~~of ~~regardless~~such ofpreferred ~~any~~stock. Following ~~general~~the ~~incorporation~~meeting, ~~language~~Mr. inMartin ~~such~~and ~~filings.~~the ~~This~~BBH ~~Current~~Investors ~~Report~~agreed onto discuss ~~Form~~the ~~8-K~~conversion ~~will~~of ~~not~~the beexisting ~~deemed~~Westrock anPreferred ~~admission~~Units asheld toby the ~~materiality~~BBH ofInvestors ~~any~~for ~~information~~preferred shares of the ~~information~~company inresulting ~~this~~from ~~Item 7.01,~~a ~~including~~business ~~Exhibits~~combination ~~99.1,~~between ~~99.2,~~Westrock ~~99.3~~ and 99Riverview.4.

~~Item~~The ~~8.01.~~following ~~Other~~supplemental ~~Events.~~disclosure amends and restates in its entirety the tenth full paragraph on page 140 of the definitive proxy statement concerning the Background of the Merger:

~~Investor~~On ~~Rights~~February ~~Agreement~~8, 2022, Mr. Scott Ford, Ms. Elizabeth McLaughlin, Mr. Will Ford and Mr. T. Christopher Pledger of Westrock and Mr. Martin traveled to Knoxville, Tennessee to meet with the staff and principals of HF Capital to present a discussion of Westrock’s history, mission, future financial outlook, benefits of a potential business combination and HF Capital’s participation in a potential PIPE. The same group met on February 9, 2022 in Memphis, Tennessee with representatives of Investment Management Firm A to present a similar discussion as the prior day.

InThe ~~connection~~following ~~with~~supplemental ~~the~~disclosure ~~Closing,~~amends ~~each of Westrock, Sponsor,~~ and ~~certain~~restates ofin ~~Westrock’s~~its ~~significant~~entirety ~~members,~~the ~~entered~~second ~~into~~full anparagraph ~~Investor~~on ~~Rights Agreement,~~page to141 ~~be effective as~~ of the ~~Closing~~definitive ~~(the~~proxy statement ~~“Investor~~concerning ~~Rights Agreement”), which sets forth, among other things, certain director nomination rights for~~ the ~~Sponsor~~Background ~~and certain significant members~~ of ~~Westrock with respect to Westrock’s Board of Directors from and after~~ the ~~Closing.~~Merger:

~~The~~On ~~foregoing~~February ~~description~~11, of2022, the ~~Investor~~Riverview ~~Rights~~board ~~Agreement~~of ~~does~~directors ~~not~~met ~~purport~~ to bediscuss ~~complete~~year-end financials and isdiscuss ~~qualified~~the inRiverview’s ~~its~~business ~~entirety~~combination bytarget ~~the terms~~search. ~~and~~At ~~conditions~~this ofmeeting, ~~the~~Mr. ~~form~~Martin ofdiscussed the ~~Investor~~Westrock ~~Rights~~opportunity ~~Agreement,~~to athe ~~copy~~Riverview board of ~~which~~directors isas ~~attached~~well as ~~Exhibit~~his ~~99.5~~views ~~hereto~~on Westrock’s history, mission, operations, future financial outlook and ~~incorporated~~benefits of a potential business combination and made plans for an onsite visit by ~~reference~~members ~~herein~~of the board of directors.

~~PIPE~~The ~~Subscription~~following ~~Agreements~~supplemental disclosure amends and restates in its entirety the sixth full paragraph on page 142 of the definitive proxy statement concerning the Background of the Merger:

~~The~~On ~~information~~March ~~under~~24, ~~“PIPE~~2022, ~~Subscription~~Riverview’s ~~Agreements”~~board inof ~~Item~~directors 1convened for its regularly scheduled quarterly meeting, during which time Mr.01 Martin provided an update on his discussions with Westrock, Riverview’s negotiation of ~~this~~the ~~Current~~Transaction ~~Report~~Agreement and other ancillary documents and the timeline of a possible transaction and representatives of King & Spalding briefed the directors on ~~Form~~their ~~8-K~~fiduciary duties isin ~~incorporated~~connection ~~herein~~with bya ~~reference~~prospective transaction with Westrock or any other target.

~~Registration~~Also ~~Rights~~on ~~Agreement~~March 24, 2022, representatives of Westrock presented Mr. Martin with an executive compensation study prepared by Westrock’s compensation consultant and the terms for the post-Business Combination compensation of each of Messrs. Scott T. Ford, T. Christopher Pledger and William A. Ford, as well as drafts of certain employment agreements to be entered into by such executives and Westrock prior to the Business Combination. Mr. Martin and his advisors provided comments on such compensation arrangements and following negotiation found them to be acceptable and appropriate.

InThe ~~connection~~following ~~with~~supplemental ~~the~~disclosure ~~execution~~amends ofand ~~the~~restates ~~Transaction~~in ~~Agreement,~~its ~~Westrock,~~entirety the ~~Sponsor~~tenth ~~and~~full ~~certain~~paragraph ~~equityholders~~on ofpage ~~Westrock~~142 ~~entered~~of ~~into~~the adefinitive proxy ~~Registration~~statement ~~Rights~~concerning ~~Agreement (~~the ~~“Registration~~Background ~~Rights~~of ~~Agreement”) containing customary registration rights for~~ the ~~Sponsor and the equityholders of Westrock who are parties thereto.~~Merger:

~~The~~On ~~foregoing~~the ~~description~~evening of April 1, 2022, Riverview’s board of directors met via videoconference, at which all of the ~~Registration~~directors ~~Rights~~participated ~~Agreement~~and ~~does~~were ~~not~~joined ~~purport~~by members toof bethe ~~complete~~Riverview management team and isrepresentatives ~~qualified~~of inStephens and King & Spalding, to consider the terms of the proposed transaction. At this meeting, Stephens provided its ~~entirety~~analysis byof the financial terms and impact of the proposed ~~terms~~transaction (see the section titled “—Summary of Riverview Financial Analysis”) and ~~conditions~~King & Spalding provided a refresher on the fiduciary duties of the board ~~Registration~~of ~~Rights~~directors in connection with its consideration of a potential business combination and provided an overview of the Transaction Agreement and ancillary agreements, including a ~~copy~~potential timeline from execution to closing. In light of ongoing ~~which~~negotiations, isincluding ~~attached~~of ~~hereto~~the asterms ~~Exhibit~~of ~~99.7~~the ~~and~~preferred isstock ~~incorporated~~rollover, ~~herein~~Riverview’s byboard ~~reference~~of directors did not consider whether to approve the proposed Business Combination at this time.

~~Lock~~Forward-UpLooking ~~Agreement~~Statements:

InThis ~~connection~~current ~~with~~report and the ~~execution~~Proxy ofSupplement ~~the~~includes ~~Transaction~~forward-looking ~~Agreement,~~statements ~~the~~as ~~Sponsor~~defined ~~and~~under ~~certain~~U.S. ~~Westrock~~federal ~~equityholders~~securities ~~(the~~laws. ~~“Westrock Lock~~Forward-Uplooking statements ~~Equityholders”)~~include ~~entered~~all ~~into~~statements athat ~~Lock-Up~~are ~~Agreement~~not ~~(the~~historical ~~“Lock-Up~~statements ~~Agreement”)~~of ~~with~~fact ~~Westrock~~and statements regarding, ~~pursuant~~but not limited to, ~~which~~our ~~the~~expectations, ~~Sponsor~~hopes, ~~and~~beliefs, ~~each~~intention ~~Westrock~~or ~~Lock-Up~~strategies ~~Equityholder~~regarding ~~have~~the ~~agreed~~future. ~~not~~In addition, any statements that refer to ~~transfer~~projections, forecasts, ~~any~~or ~~Westrock~~other ~~Common~~characterizations ~~Shares~~of future events or ~~Westrock~~circumstances, ~~Preferred~~including ~~Shares~~any ~~held~~underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” by“possible,” ~~the~~“potential,” ~~Sponsor~~“predict,” or“project,” ~~such~~“would,” ~~Westrock~~and ~~Lock~~similar expressions may identify forward-Uplooking ~~Shareholder~~statements, ~~for~~but the ~~applicable~~absence ~~lock-up~~of ~~period~~these words does not mean that a statement is not forward-looking. ~~For~~Forward-looking ~~the~~statements ~~Sponsor~~are predictions, ~~the~~projections ~~applicable~~and ~~lock-up~~other ~~period~~statements isabout ~~365~~future ~~days~~events ~~from~~that ~~the~~are ~~Closing~~based on current expectations and assumptions and, as a result, are subject to ~~early~~significant ~~termination~~risks ~~under~~and ~~certain circumstances~~uncertainties. ~~For~~Forward-looking ~~each~~statements ~~Westrock~~speak ~~Lock-Up~~only as of the date they ~~Equity~~are made. Readers are cautioned not to put undue reliance on forward-~~holder~~looking statements, ~~the~~and ~~applicable~~we ~~lock~~assume no obligation and do not intend to update or revise these forward-uplooking ~~period~~statements, iswhether ~~180~~as ~~days~~a ~~from~~result ~~the~~of ~~Closing~~new information, ~~subject~~future events, or otherwise. There are or will be important factors that could cause our actual results to ~~early~~differ ~~termination~~materially ~~under~~from ~~certain~~those ~~circumstances.~~indicated in these forward-looking statements, including, but not limited to, the following:

~~The~~• ~~foregoing~~the ~~description~~occurrence of ~~the~~any ~~Lock-Up~~event, ~~Agreement~~change ~~does~~or ~~not~~other ~~purport~~circumstances tothat becould ~~complete~~result ~~and is qualified~~ in ~~its entirety by~~ the ~~terms~~failure ~~and conditions~~to ofconsummate the ~~Lock-Up~~business ~~Agreement,~~combination ~~the~~between ~~form~~Riverview ~~of which is attached hereto as Exhibit 99.8~~ and ~~incorporated~~Westrock by(the ~~reference~~“Business ~~herein.~~Combination”);

•

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

•

the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Riverview or to satisfy other 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 ability of Riverview’s stockholders to exercise redemption rights with respect to shares of class A common stock, par value $0.001 per share, of Riverview which may prevent Riverview from completing the Business Combination;

•

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

history of net losses;

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;

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

deterioration in general macroeconomic conditions;

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

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

failure to retain key personnel or recruit qualified personnel;

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

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

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

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

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

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

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

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

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

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

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

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;

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

Westrock’s corporate structure and organization; and

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 Proxy Statement, 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 Proxy Statement 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.

Additional Information and Where to Find It

InThis ~~connection~~communication ~~with~~relates to the proposed ~~Mergers,~~merger ~~Westrock~~transaction ~~intends~~involving toRiverview. ~~file~~In connection with the ~~SEC~~proposed amerger, ~~Registration~~Riverview ~~Statement,~~has filed relevant ~~which~~ materials ~~will~~with ~~include~~the aU.S. ~~preliminary~~Securities ~~proxy~~and ~~statement~~Exchange ofCommission ~~Riverview~~(the ~~and~~“SEC”), aincluding ~~prospectus~~the ofProxy ~~Westrock~~Statement. ~~The~~This ~~definitive~~communication ~~proxy~~is ~~statement~~not ~~and~~a ~~other~~substitute ~~relevant~~for ~~documents~~the ~~will~~Proxy beStatement ~~mailed~~or tofor ~~stockholders~~any ofother ~~Riverview~~document asthat ofthe aCompany ~~record~~may ~~date~~file towith bethe ~~established~~SEC ~~for~~and ~~voting on~~send to the Company’s ~~Mergers.~~shareholders ~~Stockholders~~in ofconnection ~~Riverview~~with ~~and~~the ~~other~~proposed ~~interested~~transactions. ~~persons~~INVESTORS ~~are~~AND ~~advised~~SECURITY toHOLDERS ~~read,~~OF ~~when~~RIVERVIEW ~~available,~~ARE ~~the~~URGED ~~preliminary~~TO ~~proxy~~READ ~~statement~~THE ~~and~~PROXY ~~amendments~~STATEMENT ~~thereto,~~AND ~~and~~OTHER ~~the~~DOCUMENTS ~~definitive~~FILED ~~proxy~~WITH ~~statement~~THE ~~because~~SEC ~~these~~CAREFULLY ~~documents~~AND ~~will~~IN ~~contain~~THEIR ~~important information~~ENTIRETY ~~about~~BECAUSE ~~Riverview,~~THEY ~~Westrock,~~CONTAIN ~~and~~OR WILL ~~the~~CONTAIN ~~proposed~~IMPORTANT ~~transactions~~INFORMATION. ~~Stockholders~~Investors ~~will~~and ~~also~~security beholders are able to obtain free copies of the ~~Registration~~Proxy Statement and ~~the~~other ~~proxy~~documents ~~statement/prospectus~~filed ~~once they are available, without charge,~~ by ~~directing a request to:~~ Riverview ~~Acquisition~~with ~~Corp.,~~the ~~510~~SEC ~~South~~through ~~Mendenhall~~the ~~Road,~~website ~~Suite~~maintained ~~200,~~by ~~Memphis,~~the TNSEC ~~38117~~at http://www.sec.gov. ~~These~~Copies of the documents, ~~once~~filed ~~available,~~by ~~and~~ Riverview’s ~~other filings and reports filed~~ with the SEC ~~can~~are ~~also~~available befree ~~obtained,~~of ~~without~~ charge, atby ~~the~~contacting ~~SEC~~Riverview’s ~~internet site~~proxy ~~(http~~solicitation agent at 888-596-1864 or Email:~~//www~~ RVAC@allianceadvisors.~~sec~~com.~~gov).~~

~~Participants~~Riverview and its directors and certain of its executive officers may be considered participants in the ~~Solicitation~~solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of Riverview is set forth in its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March, 30, 2022 and other filings filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are included in the Proxy Statement, filed August 5, 2022, and other relevant materials filed with the SEC as they become available.

Riverview, Westrock, and their respective directors and executive officers, other members of management, and employees may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of Riverview is set forth in Riverview’s filings with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the potential transaction and a description of their direct and indirect interests will be set forth in the Registration Statement (and will be included in the accompanying proxy statement/prospectus) and other relevant documents when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events, including, without limitation, statements regarding the anticipated timing and benefits of the Mergers, and Riverview’s or Westrock’s future financial or operating performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential,” or “continue,” or the negatives of these terms or variations of them or similar terminology. In addition, these forward-looking statements include, without limitation, statements regarding Riverview’s and Westrock’s expectations with respect to future performance and anticipated financial impacts of the Mergers, the satisfaction of the closing conditions to the Mergers, and the timing of the completion of the Mergers. Such forward-looking statements are subject to risks, uncertainties (some of which are beyond the control of Westrock and/or Riverview), and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Riverview and its management, and Westrock and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, without limitation: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive agreements respecting the Mergers; (2) the outcome of any legal proceedings that may be instituted against Riverview, Westrock, or others following the announcement of the Mergers; (3) the inability to complete the Mergers due to the failure to obtain approval of the stockholders of Riverview or the SEC’s declaration of the effectiveness of the prospectus/proxy statement to be filed by Westrock and Riverview or to satisfy other conditions to closing; (4) changes to the proposed structure of the Mergers that may be required or appropriate as a result of applicable laws or regulations; (5) the ability of Westrock to meet applicable listing standards following the consummation of the Mergers; (6) the risk that the Mergers disrupts current plans and operations of Westrock as a result of the announcement and consummation of the Mergers; (7) the ability to recognize the anticipated benefits of the Mergers, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers, and retain its management and key employees; (8) costs related to the Mergers; (9) changes in applicable laws or regulations; (10) the possibility that Westrock may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of the COVID-19 pandemic on Westrock’s business and/or the ability of the parties to complete the Mergers; (12) the amount of redemption requests made by Riverview’s stockholders; (13) the ability of Riverview or Westrock to issue equity or equity-linked securities or obtain debt financing in connection with the Mergers or in the future; (14) risks related to the uncertainty of the projected financial information with respect to Westrock and (15) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Riverview’s prospectus dated August 5, 2021 and filed with the SEC on August 9, 2021 and Riverview’s other filings with the SEC, as well as any further risks and uncertainties to be contained in the proxy statement/prospectus filed after the date hereof. In addition, there may be additional risks that neither Westrock or Riverview presently know, or that Westrock or Riverview currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, neither Riverview nor Westrock undertakes any duty to update these forward-looking statements.

No Offer or Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1†		Transaction Agreement, dated April 4, 2022, by and among Riverview Acquisition Corp., Westrock Coffee Holdings, LLC, Origin Merger Sub I, Inc., and Origin Merger Sub II, LLC.
10.1		Form of Riverview PIPE Subscription Agreement
10.2		Sponsor Support Agreement, dated April 4, 2022, by and among Riverview Sponsor Partners, LLC, Riverview Acquisition Corp., and Westrock Coffee Holdings, LLC
99.1*		Press Release, dated April 4, 2022.
99.2*		Investor Presentation, dated April 4, 2022.
99.3*		Transcript of Webcast, posted on April 4, 2022.
99.4*		Anchor Investor Communication
99.5		Investor Rights Agreement
99.6		Form of Westrock PIPE Subscription Agreement
99.7		Registration Rights Agreement
99.8		Form of Lock-Up Agreement

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

• This exhibit is furnished pursuant to Item 7.01 hereof and should not be deemed to be "filed" under the Securities Exchange Act of 1934, as amended.

SIGNATURES

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.

	RIVERVIEW ACQUISITION CORP.
	By:	/s/ William V. Thompson III
Date: August 15, 2022	By:	/s/ William V. Thompson III
	Name:	William V. Thompson III
	Title:	Chief Financial Officer
Date: April 4, 2022

Filing Compare · Riverview Acquisition Corp.