Filing Overview
Rosecliff Acquisition Corp I filed a Form 8-K dated May 12, 2023, reporting an event occurring May 8, 2023. The filing relates to Rosecliff’s proposed business combination with Spectral MD Holdings, Ltd. The request metadata identifies Spectral AI, Inc.; however, the filing’s registrant is Rosecliff Acquisition Corp I.
Material Event
Nasdaq granted Rosecliff a previously requested 180-day extension, through July 21, 2023, to regain compliance with Nasdaq Rule 5550(a)(4), which requires at least 500,000 publicly held shares.
The extension was granted based on Rosecliff’s entry into a Business Combination Agreement with Spectral MD Holdings, Ltd. By July 21, 2023, Rosecliff must file with the SEC and Nasdaq a document stating its current total shares outstanding and providing a beneficial ownership table consistent with SEC proxy rules.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, capitalization, or other operating or financial metrics.
Outlook, Risks, and Contingencies
- If Rosecliff does not regain compliance by July 21, 2023, Nasdaq is expected to issue written notice that its securities will be delisted.
- Rosecliff would have the right to request an appeal hearing before a Nasdaq Listing Qualifications Panel.
- The filing states that the timing and completion of the business combination, continued Nasdaq compliance, and any related actions remain subject to risks and uncertainties.
- Forward-looking statements are not guarantees of future performance, and the company undertakes no general obligation to update them.
Key Facts to Verify
- Whether Rosecliff filed the required shares-outstanding document and beneficial ownership table by July 21, 2023.
- Whether Rosecliff regained compliance with Nasdaq Rule 5550(a)(4) or received a delisting notice.
- The status, terms, required approvals, financing, and closing conditions of the proposed business combination with Spectral MD Holdings, Ltd.
- The relationship between Spectral MD Holdings, Ltd. and Spectral AI, Inc., as the filing names Rosecliff and Spectral MD Holdings rather than Spectral AI, Inc.