Business Context and Reporting Period
This Form 8-K was filed by Rosecliff Acquisition Corp I, the registrant identified in the filing, on April 5, 2023, regarding an event dated April 3, 2023. The filing concerns Nasdaq listing compliance. The provided metadata identifies Spectral AI, Inc., but the filing itself names Rosecliff Acquisition Corp I.
Key Financial and Listing Metrics
- Nasdaq determined that the Company failed to meet the $35 million minimum Market Value of Listed Securities requirement under Listing Rule 5550(b)(2), based on the 30-business-day period from February 17 through March 31, 2023.
- The Company also failed to meet the alternative requirements under Listing Rule 5550(b)(1) or 5550(b)(3): at least $2.5 million in stockholders’ equity or at least $500,000 of net income from continuing operations in the most recently completed fiscal year or in two of the three most recently completed fiscal years.
- The filing does not provide revenue, profit, cash flow, margin, debt, cash balance, or liquidity figures.
Material Changes Versus the Prior Comparable Period
No operating or period-over-period financial comparison is provided. The material development is Nasdaq’s written deficiency notice concerning the Company’s market value, stockholders’ equity, and/or net income listing standards.
Guidance, Outlook, Risks, and Unusual Items
- The notice is a deficiency notification and not an imminent delisting determination.
- The Company has until October 2, 2023, a 180-calendar-day compliance period, to regain compliance with the $35 million MVLS requirement.
- Nasdaq will confirm compliance if the Company’s MVLS closes at or above $35 million for at least 10 consecutive business days during the compliance period.
- Failure to regain or maintain compliance could result in further Nasdaq action, including potential delisting. The filing links the Company’s ability to address the deficiency in part to timely entering into and consummating a business combination agreement.
- Management provides no quantitative financial guidance. Forward-looking statements regarding compliance and possible future actions are subject to risks and uncertainties, and the Company undertakes no obligation to update them except as required by law.
Important Facts for Investors to Verify
- Confirm the registrant’s identity and relationship, if any, to Spectral AI, Inc., because the filing names Rosecliff Acquisition Corp I.
- Monitor whether MVLS reaches and maintains at least $35 million for 10 consecutive business days by the October 2, 2023 deadline.
- Review subsequent SEC filings and Nasdaq notices for any compliance extension, hearing, appeal, or delisting action.
- Assess the Company’s stockholders’ equity, net income from continuing operations, and business-combination status against the cited Nasdaq requirements.