United States securities and exchange commission logo
July 12, 2023
Michael P. Murphy
Chief Executive Officer
Rosecliff Acquisition Corp I
767 5th Avenue, 34th Floor
New York, New York 10153
Re: Rosecliff
Acquisition Corp I
Amendment No. 1 to
Registration Statement on Form S-4
Filed June 28, 2023
File No. 333-271566
Dear Michael P. Murphy:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
26, 2023 letter.
Amendment No.1 to Registration Statement on Form S-4
Summary, page 25
1. We note your response
to previous comment 4. Please revise to explain how the potential
per share value of the
shares owned by non-redeeming shareholders will be $10 and will
also not change based
on the redemption level.
Michael P. Murphy
FirstName LastNameMichael
Rosecliff Acquisition Corp I P. Murphy
Comapany
July NameRosecliff Acquisition Corp I
12, 2023
July 12,
Page 2 2023 Page 2
FirstName LastName
Ownership of the Combined Company, page 26
2. In the graphic on page 30 you show the post-Business Combination
ownership structure
with a title that says full redemptions. Directly below the
table you state: This level of
ownership interest assumes: (a) no RCLF public stockholder exercises
redemption rights
with respect to his/her/its shares for a pro rata portion of the funds
in RCLF s trust
account . Please revise to reconcile these statements.
Risk Factors, page 51
3. Where appropriate, please include a risk factor discussing the current
state of artificial
intelligence regulation within the United States and your other
potential markets, the
potential for new laws or rules to materially impact the company and
whether these risks
were included in your discussions and analysis of Spectral's
projections and valuation.
4. We note your response to previous comment 7, which we reissue in part.
Please tell us
whether your sponsor has substantial ties with a non-U.S. person or is
controlled by a
person with substantial ties with a non-U.S. person, or has any
members who are
controlled by a non-U.S. person or that have substantial ties with a
non-U.S. person.
Please also tell us whether Spectral is, is controlled by, or has
substantial ties with a non-
U.S. person.
We may redeem unexpired public warrants prior to their exercise at a time that
is
disadvantageous..., page 97
5. We note the revised disclosure in response to previous comment 33 and
reissue in part.
Here, or elsewhere, please quantify the value of warrants, based on
recent trading prices,
that may be retained by redeeming stockholders assuming maximum
redemptions and
identify any material resulting risks.
Unaudited Pro Forma Condensed Combined Financial Information, page 117
6. We note on page 124 that $7.4 million in Spectral transaction costs
were capitalized and
offset against the proceeds of the Business Combination and reflected
as a reduction to
additional paid in capital. Please clarify your pro forma accounting
for any Spectral
transaction costs in excess of these proceeds. As part of your
response, provide us your
calculation of the proceeds of the Business Combination.
7. We note there are 45,645,354 stock options that are anti-dilutive in
the table on page 127
and only 2,169,282 dilutive stock options in the table on page 126.
Please provide us your
calculation of how the 2,169,282 dilutive stock options was
determined. In
addition, reconcile for us the 45,645,354 shares of common stock
equivalent on pages 127
and F-86 with the 35,964,000 on page F-85. Lastly, provide an
additional or expanded
table on page 119 to reflect ownership interests immediately after the
Business
Combination on a fully diluted basis, indicating by footnote average
exercise prices,
exercisability, etc.
Michael P. Murphy
Rosecliff Acquisition Corp I
July 12, 2023
Page 3
8. Please provide us your analysis of whether pro forma information
should be provided for
the Private Placement.
Information about RCLF, page 153
9. We note your response to previous comment 11, which we reissue in
part. Please revise
page 302 to state whether the general provision requiring the Court of
Chancery of the
State of Delaware as the exclusive forum applies to any complaint
asserting a cause of
action arising under the Securities Act.
Legal Proceedings, page 156
10. We note that you have received a shareholder demand letter claiming
that your
registration statement "omits material information with respect to the
transactions."
Please clarify which "transactions" are referenced and revise to
provide the current status
and how you plan to respond to the demand.
Information About Spectral, page 173
11. We note your revised disclosure in response to previous comment 15 and
reissue in part.
Where you make a claim that is supported by "industry literature,"
please provide a
citation to and, at each source's first instance, include language
summarizing the material
conclusions of such literature. Additionally, on page 183 you
similarly state: In the DFU
indication, our accuracy is also above physician accuracy in
head-to-head studies. Please
revise to state the physician accuracy rate in your cited head-to-head
studies.
Business Focus and Milestones, page 180
12. We note your response to previous comment 16, which we reissue in part.
You state that
you plan to further the DeepView System design, develop the AI
algorithm, and take the
necessary steps to obtain FDA approval for [y]our DeepView GEN 3 System.
Here, and
throughout the document when referring to future regulatory approvals,
please include a
statement acknowledging that FDA, or other regulatory agency, foreign or
domestic,
FirstName LastNameMichael P. Murphy
approval is not guaranteed and may take longer than planned.
Additionally, the figure on
Comapany
pageNameRosecliff Acquisition
180 shows a footnote Corp
1 in the I but no corresponding footnote
appears below the
title,
July 12,table.
2023 Please
Page 3revise to provide the text of footnote 1.
FirstName LastName
Michael P. Murphy
FirstName LastNameMichael
Rosecliff Acquisition Corp I P. Murphy
Comapany
July NameRosecliff Acquisition Corp I
12, 2023
July 12,
Page 4 2023 Page 4
FirstName LastName
13. We note your response to previous prior comment 20. With respect to
the Horizon
applications shown in the pipeline table on page 180, it appears
these indications are not
material enough to be included in your pipeline table. You state on
page 179 that venous
leg ulcers is a primary horizon indication for your DeepView System
yet you will look to
advance a proof-of-concept clinical study over the next few years.
Additionally, you do
not provide any disclosure concerning the current developmental status
of your indications
of tissue diagnosis for limb amputation and tissue diagnostics
relating to critical limb
ischemia. Please revise to remove the "Horizon applications" from the
table or further
revise to provide the basis that these applications are material
enough to be included in
your pipeline table at this time.
Clinical Validation and Regulatory Pathway, page 192
14. We note your response to previous comment 18, which we reissue in
part. On page 52
you state that BARDA exercised its Option 1A and 1B expansions and may
exercise
further options to extend the term of the contract subject to contract
milestones and
decision gates. Please revise your disclosure to describe these
milestones and decision
gates and the options. In this regard please provide additional
information or more
detailed information than Figure 9 on page 193. Further, in your
description of your
MTEC grant on page 194 you state that MTEC will pay you a firm fixed
fee based upon
your achievement of certain milestones described in the agreement
through April 5, 2025.
Please revise to describe these milestones.
Spectral's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Sources of Liquidity, page 218
15. We note your contract with BARDA has a potential funding of up to
$96.9 million and
aggregate funding through March 31, 2023 was $47.6 million. Please
revise your
discussion to provide additional insight and analysis regarding the
potential funding up to
$96.9 million if future options are executed.
The RCLF Board's Reasons for the Approval of the Business Combination, page 243
16. We note your updated disclosure on page 34 regarding your
commercialization potential
in response to previous comment 3. Please revise your similar
discussion on page 244 to
also state that approval or clearance from the FDA and comparable
regulatory bodies may
never be obtained.
Certain Projected Information, page 245
17. We have reviewed your response to prior comment 29 but it does not
appear that the
correction to the operating expense line item on page 247 has been
made. Please revise,
accordingly.
Michael P. Murphy
FirstName LastNameMichael
Rosecliff Acquisition Corp I P. Murphy
Comapany
July NameRosecliff Acquisition Corp I
12, 2023
July 12,
Page 5 2023 Page 5
FirstName LastName
Exhibits
18. Please ensure that all material agreements, to include the Sponsor
Letter Agreement, are
filed as exhibits to the registration statement. Refer to Item 601 of
Regulation S-K.
General
19. We note that the information shown on slide 29 of your investor
presentation dated as of
June 22, 2023, filed as an attachment to your Form 8-K, filed June 22,
2023, appears to
differ from the information included in the prospectus. For example,
it appears the peer
company analysis on slide 30 differs from that disclosed on page 242,
the pro forma
shares outstanding on page 119 is 18,338,716, whereas in the
presentation it is 20.8
million and the sources and uses of funds on page 45 differs from
slide 29 as well. Please
revise to reconcile or advise.
You may contact Michael Fay at 202-551-3812 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: P. Michelle Gasaway, Esq.