REG - Spectral MD Holdings - Filing of Form S-4 by Rosecliff

Spectral MD HoldingsAnnouncement

02/05/2023 13:15

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RNS Number : 1434Y  Spectral MD Holdings, Ltd.  02 May 2023

 

Spectral MD Holdings, Ltd

        ("Spectral MD" or the
"Company")

 

Filing of Form S-4 and Mailing of Definitive Proxy Statement by Rosecliff
Acquisition Corp. I

 

LONDON, U.K. AND DALLAS, TX, U.S. -Spectral MD Holdings, Ltd. (AIM: SMD), an
artificial intelligence (AI) company focused on medical diagnostics for faster
and more accurate treatment decisions in wound care, notes the Form S-4 filing
(the "filing") by Rosecliff Acquisition Corp. I ("Rosecliff", Nasdaq: RCLF) on
May 2, 2023 which is available to view on the U.S. Securities and Exchange
Commission (the "SEC") website here
(https://www.sec.gov/edgar/browse/?CIK=1833498&owner=exclude) .

 

On April 11, 2023, Spectral MD announced that it had entered into a business
combination agreement with Rosecliff, a special purpose acquisition company
listed on Nasdaq (the "Transaction"). The Form S-4 provides extensive
information on the business combination agreement including financial
statements, risk factors and the full terms of the Transaction to facilitate
informed decision-making by shareholders and potential investors.

 

As part of the filing, Rosecliff will now commence mailing the definitive
proxy statement to Rosecliff stockholders ahead of a special meeting to
approve the Transaction. Spectral MD anticipates sending a Circular to
shareholders ahead of a general meeting to approve the Transaction in Q3 2023.

 

The Form S-4 filed by Rosecliff was made to ensure compliance with SEC
disclosure requirements in relation to the Transaction. Subsequently, this
announcement is being made by the Company to ensure that all publicly
available information regarding the Transaction and contained in the Form S-4
is available to the market.

 

For further information please contact:

 

 Spectral MD Holdings, Ltd.                               IR@Spectralmd.com
 Wensheng Fan, Chief Executive Officer                    via Walbrook PR

 Nils Windler, Chief Financial Officer

 SP Angel Corporate Finance LLP (NOMAD and Joint Broker for Spectral MD)                        Tel: +44 (0)20 3470 0470
 Stuart Gledhill / Harry Davies-Ball (Corporate Finance)

 Vadim Alexandre / Rob Rees (Sales & Broking)

 The Equity Group Inc. (US Investor Relations)            dsullivan@equityny.com
 Devin Sullivan                                           Tel: 212-836-9608

 Walbrook PR Ltd (UK Media & Investor Relations)          spectralMD@walbrookpr.com
 Paul McManus / Louis Ashe-Jepson / Alice Woodings        Tel: +44 (0)20 7933 8780

 

About Spectral MD

Spectral MD is a predictive AI company focused on medical diagnostics for
faster and more accurate treatment decisions in wound care for burn, DFU, and
future clinical applications. At Spectral MD, we are a dedicated team of
forward-thinkers striving to revolutionize the management of wound care by
"Seeing the Unknown"® with our DeepView® Wound Diagnostics System. The
Company's DeepView® platform is the only predictive diagnostic device that
offers clinicians an objective and immediate assessment of a wound's healing
potential prior to treatment or other medical intervention. With
algorithm-driven results that substantially exceed the current standard of
care, Spectral MD's diagnostic platform is expected to provide faster and more
accurate treatment insight, significantly improving patient care and clinical
outcomes. For more information, visit the Company at: www.spectralmd.com.

 

About Rosecliff Acquisition Corp I

Rosecliff is a blank check company formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
Its principals possess public and private market investing experience and
operational knowledge to bring value added benefits to Spectral MD. The
Rosecliff team has substantial experience investing in rapidly growing and
disruptive technologies across the financial, consumer, healthcare and
software industries, as well as a long-term track record in creatively
structuring transactions to unlock and maximize value.

 

The following sections of the Form 8-K are incorporated herein by reference -
(i) "Cautionary Statement Regarding Forward-Looking Statements", (ii)
"Participants in the Solicitation", (iii) "Additional Information about the
Proposed Mergers and the Other Transactions Contemplated Thereby and Where to
Find it".

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