Filing Summary
Registrant: Rosecliff Acquisition Corp I, although the request metadata identifies Spectral AI, Inc. The filing is a Form 8-K dated May 28, 2021, signed June 4, 2021.
Business Context and Reporting Period
The registrant is a special purpose acquisition company (SPAC) with securities listed on Nasdaq under RCLFU, RCLF, and RCLFW. The filing concerns the company’s delayed Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
Key Financial Metrics and Liquidity
This 8-K does not provide revenue, profit, cash flow, margin, debt, liquidity, or other financial statement amounts. The Form 10-Q was not filed by its required deadline, partly because the company was evaluating the accounting treatment of its outstanding warrants under ASC 815-40 following the SEC’s April 12, 2021 staff statement on SPAC warrants.
Material Changes and Listing Status
- On May 28, 2021, Nasdaq notified the company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic SEC reports.
- The noncompliance resulted from the late filing of the Form 10-Q for the quarter ended March 31, 2021.
- The company stated that it intended to file the Form 10-Q as soon as practicable, but provided no specific filing date.
Outlook, Risks, and Unusual Items
- The company could regain compliance by filing the Form 10-Q before July 27, 2021, identified as 60 calendar days after receipt of Nasdaq’s notice.
- If the Form 10-Q was not filed by that date, the company could submit a compliance plan. Nasdaq could, in its discretion, grant an extension of up to 180 calendar days from the Form 10-Q due date.
- The filing provides no assurance that Nasdaq would grant an extension or that the company would regain compliance within the stated timeframe.
- The delayed filing arose from the need to determine the appropriate accounting treatment for outstanding warrants under the SEC staff guidance and ASC 815-40.
- Management’s statements regarding the timing of the Form 10-Q are forward-looking and subject to risks described in the company’s SEC filings.
Important Facts to Verify
- Confirm whether the intended company is Rosecliff Acquisition Corp I or Spectral AI, Inc.; the supplied filing identifies Rosecliff Acquisition Corp I as the registrant.
- Verify when the Form 10-Q for the quarter ended March 31, 2021 was ultimately filed.
- Review the Form 10-Q for the final warrant accounting treatment and any related restatements or valuation effects.
- Confirm whether Nasdaq granted an extension, imposed additional conditions, or issued any subsequent delisting notice.
- Review the company’s available financial statements for cash, liabilities, operating expenses, and liquidity, as this 8-K does not report those amounts.