Form 8-K Summary
Registrant: Rosecliff Acquisition Corp I, not Spectral AI, Inc. The report was filed under Item 4.02 on November 16, 2021; the signature is dated November 22, 2021.
Business Context and Reporting Period
The company is a special purpose acquisition company with publicly traded units, Class A common stock, and redeemable warrants. The filing addresses the classification of Class A common stock as of September 30, 2021 and previously reported periods.
Financial Reporting and Material Change
- Management and the audit committee concluded that previously issued financial statements should no longer be relied upon.
- The affected reports include the Form 8-K filed February 24, 2021 and Forms 10-Q for the quarters ended March 31, 2021 and June 30, 2021.
- The company determined that all Class A common stock subject to possible redemption should be classified as temporary equity rather than applying a limitation based on the company’s minimum net tangible asset requirement.
- The conclusion was based on redemption features not solely within the company’s control and the requirements of ASC 480-10-S99.
- The filing does not provide restated balance sheet amounts, earnings effects, cash flow effects, or other quantified financial impacts.
Outlook, Risks, and Unusual Items
The company stated that it would file a Form 10-Q for the period ended September 30, 2021 containing restated financial statements for the affected periods. This filing is a non-reliance notice and does not provide operating guidance, revenue guidance, or a business outlook.
Forward-looking statements regarding the timing and content of the Form 10-Q are subject to risks described in the company’s SEC filings. The company discussed the matter with its independent accountants and stated that it has no obligation to update forward-looking statements except as required by law.
Investor Verification Priorities
- Verify the subsequent September 30, 2021 Form 10-Q and the final restated amounts.
- Confirm the effect of temporary-equity classification on total liabilities, shareholders’ equity, net tangible assets, and earnings per share, if applicable.
- Assess whether the restatement affects the company’s ability to complete its initial business combination or satisfy related contractual requirements.
- Confirm the correct issuer identity: this filing names Rosecliff Acquisition Corp I, while the request metadata identifies Spectral AI, Inc.