Current Report Filing (8-k)
May 12 2023 - 3:06PM
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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
May 12, 2023 (May 8, 2023)
Date of Report (Date of earliest event reported)
Rosecliff Acquisition Corp I
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40058 |
|
85-3987148 |
(State of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
767
Fifth Avenue, 34th Floor,
New York, NY
10153 |
(Address of principal executive offices and zip code)
|
(212) 492-3000 |
(Registrant’s telephone number, including area
code)
|
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 (see General Instructions
A.2 below):
☐ 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 third of redeemable warrant |
|
RCLFU |
|
The Nasdaq Stock Market |
Class A common stock, par value: $0.0001
per share |
|
RCLF |
|
The Nasdaq Stock Market |
Redeemable Warrants, each whole warrant exercisable
for one Class A common stock at an exercise price of $11.50 |
|
RCLFW |
|
The Nasdaq Stock Market |
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 x
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 3.01. Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
On May 8, 2023, Rosecliff Acquisition Corp I (the
“Company”) received a letter from The Nasdaq Stock Market (“Nasdaq”) advising that the Company had been granted
a previously requested 180-day extension to July 21, 2023, to regain compliance with Rule 5550(a)(4), which requires the Company to hold
a minimum of 500,000 publicly held shares. The Listing Qualifications Department of Nasdaq based its determination of an extension on
the Company entering into the Business Combination Agreement with Spectral MD Holdings, Ltd. On or before July 21, 2023, the Company must
file with the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq a document containing its current total shares
outstanding and a beneficial ownership table in accordance with the SEC Proxy Rules. If the Company does not regain compliance by July
21, 2023, Nasdaq will provide written notice that the Company’s securities will be delisted, subject to the Company’s right
to ask for an appeal hearing before a Listing Qualifications Panel of Nasdaq.
Cautionary Statement Regarding Forward-Looking
Statements
This document contains certain
forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s compliance
with Nasdaq Capital Market listing requirements, its plan to achieve and sustain compliance with Nasdaq Capital Market listing requirements,
any further actions by the Company or Nasdaq related to the foregoing, and the timing and completion of the business combination with
Spectral MD Holdings, Ltd. All statements, other than historical facts are forward-looking statements. These forward-looking statements
generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “predict,” “potential,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” or the negatives of these terms or similar expressions. 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 risks and uncertainties that could cause the actual results to differ materially from the expected or implied results.
These forward-looking statements are based upon assumptions that, while considered reasonable by the Company and its management, as the
case may be, are inherently uncertain.
The foregoing list of factors
is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You
should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” sections
of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and the other documents filed by the Company from time
to time with the U.S. Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties
depend on the Company’s ability to timely enter into and consummate a business combination agreement or otherwise address compliance
with the Nasdaq Capital Market listing requirements. 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 the Company assumes no obligation and does not intend to update or revise
these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities
and other applicable laws. The Company does not give any assurance that it will achieve its expectations.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: May 12, 2023
ROSECLIFF ACQUISITION CORP I |
|
|
By: |
/s/ Michael P. Murphy |
|
Name: Michael P. Murphy
Chief Executive Officer
|
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