UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2023 (July 24, 2023)
ROSECLIFF ACQUISITION CORP I
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40058 | | 85-3987148 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
767 Fifth Avenue, 34th Floor, New York, NY 10153
(Address, including zip code, of principal executive offices)
(212) 492-3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one share of Class A common stock and one third of redeemable warrant | | RCLFU | | The Nasdaq Stock Market |
| Class A common stock, par value $0.0001 per share | | RCLF | | The Nasdaq Stock Market |
| Redeemable Warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 | | RCLFW | | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As disclosed previously, on May 8, 2023, Rosecliff Acquisition Corp I (the “Company”) was notified by the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Staff had granted the Company’s request for an extension through July 21, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(4), which requires the Company to have a minimum of 500,000 publicly held shares for continued listing on The Nasdaq Capital Market.
The Company did not regain compliance by July 21, 2023, and, on July 24 2023, the Staff notified the Company that its securities would be delisted unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request a hearing, which request will stay any further action by Nasdaq at least pending completion of the hearing and the expiration of any extension period that may be granted by the Panel following the hearing. The Company is diligently working to evidence compliance with all applicable criteria for continued listing on Nasdaq; however, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance within any extension period that may be granted by the Panel.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s compliance with Nasdaq Capital Market listing requirements, its plan to achieve and sustain compliance with Nasdaq Capital Market listing requirements, any further actions by the Company or Nasdaq related to the foregoing, and the timing and completion of the business combination with Spectral MD Holdings, Ltd. All statements, other than historical facts are forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “predict,” “potential,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negatives of these terms or similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected or implied results. These forward-looking statements are based upon assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherently uncertain.
The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and the other documents filed by the Company from time to time with the U.S. Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties depend on the Company’s ability to timely enter into and consummate a business combination agreement or otherwise address compliance with the Nasdaq Capital Market listing requirements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. The Company does not give any assurance that it will achieve its expectations.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: July 28, 2023
| | ROSECLIFF ACQUISITION CORP I |
| | |
| | By: | /s/ Michael P. Murphy |
| | | Name: | Michael P. Murphy |
| | | Title: | Chief Executive Officer |
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