Business Context and Reporting Period
This Form 8-K was filed by Rosecliff Acquisition Corp I, a special purpose acquisition company, on July 28, 2023, regarding events occurring July 24, 2023. The filing relates to Nasdaq listing compliance and references the proposed business combination with Spectral MD Holdings, Ltd. It is not a financial results filing for Spectral AI, Inc.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating or financial metrics.
Material Changes Versus the Prior Comparable Period
- On May 8, 2023, Nasdaq granted the company an extension through July 21, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(4), which requires at least 500,000 publicly held shares for continued listing on The Nasdaq Capital Market.
- The company did not regain compliance by July 21, 2023.
- On July 24, 2023, Nasdaq notified the company that its securities would be delisted unless it timely requested a hearing before the Nasdaq Hearings Panel.
Outlook, Risks, and Unusual Items
- The company plans to timely request a hearing. The request is expected to stay further Nasdaq delisting action at least until completion of the hearing and expiration of any extension granted by the Panel.
- Management stated that it is working to demonstrate compliance with Nasdaq’s continued-listing requirements, but there is no assurance that the Panel will grant continued listing or that the company will demonstrate compliance within any extension period.
- The filing identifies risks related to Nasdaq compliance, potential delisting, the company’s ability to enter into and complete the business combination, and the timing of related actions.
- Forward-looking statements are subject to material risks and uncertainties, and the company disclaims any obligation to update them except as required by law.
Key Facts for Investor Verification
- Confirm whether the company timely requested the Nasdaq Hearings Panel hearing and whether any stay or extension was granted.
- Verify whether Rosecliff regained compliance with the 500,000 publicly held-share requirement and whether its securities remained listed.
- Review subsequent filings for developments affecting the proposed business combination with Spectral MD Holdings, Ltd., including completion, delay, termination, or revised terms.
- Do not infer operating or financial performance from this filing; the filing contains no financial results or guidance.