ROSECLIFF ACQUISITION CORP I
767 5th Avenue 34th Floor
New York, New York 10153
February 9, 2021
VIA EMAIL & EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
| Attention: | Tim Levenberg | |
| Re: | Rosecliff Acquisition Corp I (the “Company”) | |
| Registration Statement on Form S-1 (Registration No. 333-252478) |
Dear Mr. Levenberg:
Pursuant to Rule 461(a) of the General Rules and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-252478) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on February 11, 2021 or as soon as practicable thereafter.
We request that we be notified of such effectiveness by a telephone call to Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5122 and that such effectiveness also be confirmed in writing.
| Very truly yours, | ||
| Rosecliff Acquisition Corp I | ||
| By: | /s/ Michael Murphy | |
| Name: Michael Murphy Title: Chief Executive Officer | ||
| cc: | Skadden, Arps, Slate, Meagher & Flom LLP | |
| P. Michelle Gasaway, Esq. |
| cc: | Ellenoff Grossman & Schole LLP | |
| Richard Baumann, Esq. and Stuart Neuhauser, Esq. |