ROSECLIFF ACQUISITION CORP I
767 5th Avenue, 34th Floor
New York, New York 10153
(212) 492-3000
August 11, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Michael Fay |
| Terence O’Brien | |
| Benjamin Richie | |
| Margaret Schwartz | |
| RE: | Rosecliff Acquisition Corp I (the “Company”) |
| Registration Statement on Form S-4 | |
| File No. 333-271566 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-4 (File No. 333-271566) be accelerated by the Securities and Exchange Commission to 5:00 p.m. New York time on August 11, 2023, or as soon as practicable thereafter.
We request that we be notified of such effectiveness by a telephone call to P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 687-5122 and that such effectiveness also be confirmed in writing.
| Very truly yours, | ||
| Rosecliff Acquisition Corp I | ||
| By: | /s/ Michael P. Murphy | |
| Name: | Michael P. Murphy | |
| Title: | Chief Executive Officer | |
| cc: | P. Michelle Gasaway |
| Skadden, Arps, Slate, Meagher & Flom LLP | |
| cc: | Sean Coburn |
| Skadden, Arps, Slate, Meagher & Flom LLP |
