Cover | Feb. 17, 2021 |
Document Type | 8-K/A |
Amendment Flag | true |
Amendment Description | Rosecliff Acquisition Corp I (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (the “Amendment”) to amend and restate the Company’s audited balance sheet and accompanying footnotes as of February 17, 2021 (the “Original Balance Sheet”) filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2021 (the “Original 8-K”). The Original Balance Sheet is being restated to reflect the classification of (i) all of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), as temporary equity in accordance with Accounting Standards Codification (“ASC”) 480-10-S99 and (ii) the Company’s outstanding warrants issued in connection with the initial public offering, exercise of the over-allotment option and private placement as derivative liabilities in accordance with ASC 815. Refer to Note 2-Restatement of Previously Filed Balance Sheet of this Form 8-K/A for additional information and for a summary of the accounting impacts of these adjustments to the Company’s balance sheet as of February 17, 2021. The Original Balance Sheet is superseded by the information in this Amendment and should no longer be relied upon. Except as described above, this Amendment does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in this Amendment does not reflect events occurring after the filing of the Original 8-K and does not modify or update the disclosures therein, except as specifically identified above. Among other things, forward-looking statements made in the Original 8-K have not been revised to reflect events, results or developments that occurred or facts that became known to the Company after the date of the Original 8-K, other than as described herein, and such forward-looking statements should be read in conjunction with the Company’s filings with the SEC. |
Document Period End Date | Feb. 17, 2021 |
Entity File Number | 001-40185 |
Entity Registrant Name | Rosecliff Acquisition Corp I |
Entity Central Index Key | 0001833498 |
Entity Tax Identification Number | 85-3098890 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 767 Fifth Avenue |
Entity Address, Address Line Two | 34th |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10153 |
City Area Code | (212) |
Local Phone Number | 492-3000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant |
Trading Symbol | RCLFU |
Security Exchange Name | NASDAQ |
Class A common stock, par value $0.0001 per share | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share |
Trading Symbol | RCLF |
Security Exchange Name | NASDAQ |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
Trading Symbol | RCLFW |
Security Exchange Name | NASDAQ |