Filing Summary
Business Context and Reporting Period
This Form 8-K was filed by Rosecliff Acquisition Corp I, a special purpose acquisition company (SPAC), with an event date of February 17, 2021. The request identifies Spectral AI, Inc., but Spectral AI is not the registrant named in the filing.
The company completed its initial public offering and related private placement on February 17, 2021. The report was signed on February 23, 2021.
Key Financial Metrics and Capitalization
- The IPO comprised 25,300,000 units, including 3,300,000 units issued through the underwriter’s fully exercised over-allotment option.
- Each unit was sold for $10.00 and included one share of Class A common stock and one-third of a redeemable warrant.
- IPO gross proceeds were $253.0 million.
- Each whole public warrant is exercisable for one Class A share at $11.50 per share, subject to adjustment.
- The company privately sold 4,706,667 warrants to its sponsor at $1.50 per warrant, generating stated gross proceeds of $7.06 million.
- The filing states that $253.0 million was deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, with Continental Stock Transfer & Trust Company as trustee.
- The filing does not provide revenue, operating profit, net income, cash flow, margins, debt balances, or liquidity metrics beyond the IPO, private placement, and trust-account disclosures.
Material Changes Versus the Prior Comparable Period
The material event was the completion of the company’s IPO, the full exercise of the underwriter’s over-allotment option, and the concurrent private placement of sponsor warrants. No prior comparable operating period or operating results are presented.
Guidance, Outlook, Risks, and Unusual Items
- The filing does not disclose a business-combination target, transaction timeline, earnings guidance, or operating outlook.
- As a SPAC, the company’s principal disclosed activity was raising capital and placing funds in trust pending a future transaction.
- The filing includes an audited balance sheet as of February 17, 2021 as Exhibit 99.1.
- The text contains a potential proceeds inconsistency: it reports $253.0 million of IPO proceeds, $7.06 million of private-placement proceeds, and separately states that $253.0 million comprised proceeds from both transactions was placed in trust. The audited balance sheet should be reviewed to reconcile these amounts.
Facts Investors Should Verify
- Confirm the correct registrant and whether this filing relates to Rosecliff Acquisition Corp I rather than Spectral AI, Inc.
- Reconcile the $253.0 million trust-account amount with the separately reported $7.06 million private-placement proceeds.
- Review Exhibit 99.1 for cash, offering costs, liabilities, and other balance-sheet details.
- Verify the terms, adjustment provisions, and potential dilution associated with the public and private warrants.
- Monitor subsequent filings for the company’s business-combination target, deadline, redemption rights, and use of trust-account funds.