REG - Spectral MD Holdings - Form 8-K Filed by Rosecliff Acquisition Corp I

Spectral MD HoldingsAnnouncement

19/04/2023 07:00

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RNS Number : 6691W  Spectral MD Holdings, Ltd.  19 April 2023

 

Spectral MD Holdings, Ltd

        ("Spectral MD" or the
"Company")

 

Form 8-K Filed 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 8-K filing
(the "Form 8-K") by Rosecliff Acquisition Corp. I ("Rosecliff", Nasdaq: RCLF)
on April 17, 2023 which is available to view on the U.S. Securities and
Exchange Commission (the "SEC") website here
(https://www.sec.gov/ix?doc=/Archives/edgar/data/0001833498/000114036123018567/brhc20051436_8k.htm)
and is reproduced in full below.

 

On April 11, 2023, Spectral MD announced that it had entered into a business
combination agreement to combine with Rosecliff, a special purpose acquisition
company listed on Nasdaq (the "Transaction"). The Form 8-K contains summaries
of specific, but not all, terms of the business combination agreement and
certain ancillary agreements. The Form 8-K 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 8-K is available to the market.

 

The Transaction is expected to be completed in Q3 2023, subject to, among
other things, the approval by Rosecliff stockholders and Spectral MD
shareholders and the satisfaction or waiver of other customary closing
conditions.

 

The Company will release further updates in relation to the Transaction as and
when appropriate.

 

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".

 

 

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): April 17, 2023 (April 11,
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 of principal executive offices)    (Zip Code)

 

(212) 492-3000

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

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:

 

 ☒    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 Securities Exchange Act
of 1934:

 

 Title of each class                                                             Trading       Name of each exchange

                                                                                 Symbol(s)     on which registered
 Units, each consisting of one share of Class A common stock and one-third of    RCLFU         NASDAQ
 redeemable warrant

 Class A common stock, par value $0.0001 per share                               RCLF          NASDAQ

 Redeemable Warrants, each whole warrant exercisable for one Class A common      RCLFW         NASDAQ
 stock at an exercise price of $11.50

 

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 1.01  Entry into a Business Combination Agreement.

 

Business Combination Agreement

 

Rosecliff Acquisition Corp I, a Delaware corporation, is a blank check company
formed for the purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities (the "Company").
On April 11, 2023, the Company entered into a Business Combination Agreement
(the "Business Combination Agreement"), by and among the Company, Spectral MD
Holdings, Ltd., a Delaware corporation ("Spectral MD"), Ghost Merger Sub I
Inc., a Delaware corporation and a direct, wholly owned subsidiary of the
Company ("Merger Sub I"), and Ghost Merger Sub II LLC, a Delaware limited
liability company and a direct, wholly owned subsidiary of the Company
("Merger Sub II"). The Business Combination Agreement, including the exhibits
thereto, and the business combination were unanimously approved by the
Company's board of directors. Capitalized items used but not otherwise defined
herein shall have the meanings ascribed to such terms in the agreements
related thereto.

 

The Business Combination Agreement

 

The Business Combination Agreement provides that, among other things and upon
the terms and subject to the conditions thereof, the following transactions
will occur:

 

(i) at the closing of the transactions contemplated by the Business
Combination Agreement (the "Closing"), upon the terms and subject to the
conditions of the Business Combination Agreement, in accordance with
applicable provisions of the Delaware General Corporation Law ("DGCL") and the
Delaware Limited Liability Corporation Act ("DLLCA"), Merger Sub I will merge
with and into Spectral MD, with Spectral MD surviving as a wholly owned
subsidiary of the Company (the "First Merger"), and immediately following the
First Merger, Spectral MD will merge with and into Merger Sub II, with Merger
Sub II surviving as a wholly owned subsidiary of the Company (the "Second
Merger", and together with the First Merger, the "Mergers");

 

(ii) at the Closing, the Company will be renamed to a name substantially
similar to Spectral MD, Inc. and is referred to herein as "New Spectral MD";

 

(iii) as a result of the Mergers, among other things, all shares of capital
stock of Spectral MD outstanding, other than with respect to Spectral MD
options or restricted stock unit awards, as of immediately prior to the
effective time of the Mergers, will be canceled and automatically converted
into the right to receive shares of common stock of New Spectral MD ("New
Spectral MD Common Stock") as set forth on the Payment Spreadsheet (as defined
in the Business Combination Agreement);

 

(iii) as a result of the Mergers, each Spectral MD option outstanding as of
immediately prior to the effective time of the Mergers will be converted into
the right to receive a New Spectral MD option, subject to certain exceptions
and conditions as set forth in the Business Combination Agreement; and

 

(iv) as a result of the Mergers, each Spectral MD restricted stock unit award
outstanding as of immediately prior to the effective time of the Mergers will
be converted into the right to receive a New Spectral MD restricted stock unit
award, subject to certain exceptions and conditions as set forth in the
Business Combination Agreement.

 

The board of directors of Spectral MD has unanimously (i) approved and
declared advisable the Business Combination Agreement, the Mergers and the
other transactions contemplated thereby and (ii) resolved to recommend to the
stockholders of Spectral MD their approval of the Business Combination
Agreement, the ancillary agreements and related matters.

 

Conditions to Closing

 

The Business Combination Agreement is subject to the satisfaction or waiver of
certain customary closing conditions, including, among others, (i) approval of
the Mergers and related agreements and transactions by the stockholders of
Spectral MD and the stockholders of the Company, (ii) effectiveness of the
proxy statement/registration statement on Form S-4 to be filed by the Company
in connection with the Mergers, (iii) expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) the
absence of any law or order enjoining or prohibiting the Mergers, (v) receipt
of approval for listing on the Nasdaq Capital Market (or another mutually
agreed stock exchange) of the shares of New Spectral MD Common Stock to be
issued in connection with the Mergers and (vi) the bringdown of
representations, warranties and covenants of the other party, subject to
certain materiality qualifiers.

 

In addition, the obligation of Spectral MD to consummate the Mergers is
subject to the fulfillment of other closing conditions, including, but not
limited to, the delivery by the Company of (i) an officer's certificate
delivered pursuant to the terms of the Business Combination Agreement, (ii)
duly executed letters of resignation from the directors and officers of the
Company and (iii) no Parent Material Adverse Effect (as defined in the
Business Combination Agreement) having occurred since the date of the Business
Combination Agreement. The obligation of the Company to consummate the Mergers
is subject to the fulfillment of other closing conditions, including, but not
limited to, (i) the delivery by Spectral MD of an officer's certificate
delivered pursuant to the terms of the Business Combination Agreement, (ii)
the effective cancellation of the admission of Spectral MD common stock to the
Alternative Investment Market and (iii) no Company Material Adverse Effect (as
defined in the Business Combination Agreement) having occurred since the date
of the Business Combination Agreement.

 

Covenants

 

The Business Combination Agreement contains additional covenants, including,
among others, providing for (i) the parties to conduct their respective
businesses in the ordinary course through the Closing, (ii) the parties not to
initiate any negotiations or enter into any agreements for certain alternative
transactions, (iii) Spectral MD to prepare and deliver to the Company certain
unaudited consolidated financial statements of Spectral MD, (iv) the Company
and Spectral MD to prepare and the Company to file a proxy
statement/registration statement on Form S-4 and the parties to take certain
other actions to obtain the requisite approval of the stockholders of the
Company and Spectral MD, respectively, with respect to certain proposals
regarding the Mergers and (v) the parties to use reasonable best efforts to
obtain necessary approvals from governmental agencies.

 

Representations and Warranties

 

The Business Combination Agreement contains customary representations and
warranties by the Company, Merger Sub I, Merger Sub II and Spectral MD. The
representations and warranties of the respective parties to the Business
Combination Agreement generally will not survive the Closing.

 

Termination

 

The Business Combination Agreement may be terminated under certain customary
and limited circumstances prior to the Closing, including, but not limited to,
(i) by the mutual written consent of the Company and Spectral MD; (ii) by the
Company, subject to certain exceptions, if any of the representations or
warranties of Spectral MD are not true and correct or if Spectral MD fails to
perform any of its respective covenants or agreements under the Business
Combination Agreement (including an obligation to consummate the Closing), in
each case, such that certain conditions to the obligations of the Company
could not be satisfied and the breach of such representations or warranties or
failure to perform such covenants or agreements is not cured or cannot be
cured within the earlier of (a) thirty (30) days after written notice thereof,
and (b) September 30, 2023 (the "Termination Date"); (iii) by Spectral MD,
subject to certain exceptions, if any of the representations or warranties
made by the Company, Merger Sub I or Merger Sub II (together, the "Company
Parties") are not true and correct or if any Company Party fails to perform
any of its covenants or agreements under the Business Combination Agreement
(including an obligation to consummate the Closing), in each case, such that
certain conditions to the obligations of Spectral MD could not be satisfied
and the breach of such representations or warranties or failure to perform
such covenants or agreements is not cured or cannot be cured within the
earlier of (a) thirty (30) days after written notice thereof, and (b) the
Termination Date; (iv) by either the Company or Spectral MD, if the
transactions contemplated by the Business Combination Agreement have not been
consummated on or prior to the Termination Date, unless the breach of any
covenants or obligations under the Business Combination Agreement by the party
seeking to terminate principally caused the failure to consummate the
transactions contemplated by the Business Combination Agreement; (v) by either
the Company or Spectral MD, if any governmental entity has issued an order or
taken any other action that has the effect of making the transactions
contemplated by the Business Combination Agreement illegal or otherwise
preventing or prohibiting consummation of the Mergers and such order or other
action has become final and non-appealable; (vi) by the Company if the Company
Requisite Approvals (as defined in the Business Combination Agreement) shall
not have been obtained within two business days after the registration
statement has been declared effective; and (vii) by Spectral MD, if the
Company board of directors (x) shall have made a Change in Recommendation (as
defined in the Business Combination Agreement) or (y) shall have failed to
include the Company board of director recommendation in the proxy statement
distributed to the Company stockholders.

 

Certain Related Agreements

 

Amended and Restated Registration Rights & Lock-Up Agreement

 

The Business Combination Agreement contemplates that, at the Closing, New
Spectral MD, Rosecliff Acquisition I Sponsor LLC, a Delaware limited liability
company (the "Sponsor"), the Company's initial stockholders, certain
stockholders of Spectral MD and certain of each of their respective
affiliates, as applicable, and the other parties thereto, will enter into an
Amended and Restated Registration Rights and Lock-Up Agreement (the
"Registration Rights Agreement"), pursuant to which New Spectral MD will agree
to register for resale pursuant to Rule 415 under the Securities Act of 1933,
as amended (the "Securities Act"), certain shares of New Spectral MD Common
Stock and other equity securities of New Spectral MD that are held by the
parties thereto from time to time and the parties thereto will be provided
with customary demand and piggyback registration rights.

 

Additionally, the Registration Rights Agreement contains certain restrictions
on transfer with respect to (i) shares of New Spectral MD Common Stock and any
other equity securities convertible into or exercisable or exchangeable for
shares of New Spectral MD Common Stock immediately following the Closing
(other than any shares purchased in the public market). Such restrictions
begin at the Closing and end on the date that is 180 days after Closing.

 

The foregoing description of the Registration Rights Agreement does not
purport to be complete and is qualified in its entirety by the terms and
conditions of the Registration Rights Agreement filed as Exhibit 10.1 hereto
and incorporated by reference herein.

 

Sponsor Letter Agreement

 

On April 11, 2023, the Sponsor, the Company and Spectral MD entered into the
Sponsor Letter Agreement (the "Sponsor Letter Agreement"), pursuant to which,
among other things, the Sponsor agreed to: (i) vote in favor of the Business
Combination Agreement and the transactions contemplated thereby; (ii) vote
against an arrangement, merger, amalgamation, consolidation, combination, sale
of substantial assets, reorganization, recapitalization, dissolution or
winding up of the Company; (iii) vote against any changes in the business,
management or the Company's board other than as required to effect the
Transactions (as defined in the Business Combination Agreement); and (iv) vote
against any action, agreement or transaction or proposal that would reasonably
be expected to result in a breach of any covenant, representation or warranty
or any other obligation or agreement of the Company, Merger Sub I or Merger
Sub II under the Business Combination Agreement or that would reasonably be
expected to result in the failure of the Transactions from being consummated
in each case, on the terms and subject to the conditions set forth of the
Sponsor Letter Agreement. In addition, the Sponsor agreed to (i) not redeem or
elect to redeem or tender or submit any of its Subject Parent Equity
Securities (as defined in the Sponsor Letter Agreement) and (ii) not, directly
or indirectly, (a) sell, assign, transfer, pledge, dispose of or otherwise
encumber any of the Subject Parent Equity Securities held by the Sponsor, (b)
deposit any Subject Parent Equity Securities held by the Sponsor into a voting
trust or enter into a voting agreement or arrangement or grant any proxy or
power of attorney with respect to any Subject Parent Equity Securities held by
the Sponsor that is inconsistent with the Sponsor Letter Agreement, or (c)
enter into any contract, option or other arrangement or undertaking with
respect to the direct or indirect acquisition or sale, assignment, transfer or
other disposition of any Subject Parent Equity Securities held by the Sponsor.

 

The Sponsor has agreed to surrender and forfeit to the Company the Private
Placement Warrants (as defined in the Sponsor Letter Agreement). In addition,
the Sponsor and the Company, two days prior to the Closing, will notify
Spectral MD if the accrued and unpaid Parent Expenses (as defined in the
Sponsor Letter Agreement) that are then outstanding are expected to exceed
$3,250,000 (the "Excess Expense Amount"). At Closing, the Sponsor will take
necessary actions such that the Sponsor Credit (as defined in the Sponsor
Letter Agreement) equals or exceeds the Excess Expense Amount, provided that
Sponsor will not be required to invest in the Sponsor PIPE (as defined below)
if Sponsor elects to forfeit 750,000 Sponsor Shares (as defined below). The
Sponsor will be entitled to a $5.00 credit against the Excess Expense Amount
for each Sponsor Share that the Sponsor forfeits and surrenders prior to the
Closing. The Sponsor will be entitled to credit, dollar for dollar, the total
amount of the aggregate investment made by the Sponsor or its affiliates in
any private placement or other cash investment or contribution to Spectral MD
or the Company (the "Sponsor PIPE") against the Excess Expense Amount. The
Sponsor and its affiliates will receive one share of Company Class A common
stock, par value $0.0001 per share, for each $10.00 invested in the Sponsor
PIPE, and the Sponsor PIPE will otherwise be on the same terms as the other
investors in the private placement.

 

At Closing, the Sponsor is entitled to retain the Class B shares of common
stock of the Company held by the Sponsor (the "Sponsor Shares") corresponding
to certain monetary thresholds of the amounts raised in the transactions. If
the Parent Closing Cash (as defined in the Sponsor Letter Agreement) is (i)
less than $10 million, the Sponsor will forfeit and surrender a number of
Sponsor Shares so that the Sponsor holds 750,000 Sponsor Shares; (ii) greater
than or equal to $10 million, but less than $20 million, the Sponsor will
forfeit and surrender a number of Sponsor Shares so that the Sponsor holds
1,000,000 Sponsor Shares; (iii) greater than $20 million, but less than $30
million, the Sponsor will forfeit and surrender a number of Sponsor Shares so
that the Sponsor holds 1,250,000 Sponsor Shares; or (iv) greater than $30
million, the Sponsor will forfeit and surrender a number of Sponsor Shares so
that the Sponsor holds 1,500,000 Sponsor Shares. In no event will the Sponsor
hold more than 1,500,000 Sponsor Shares, in each case, excluding the Sponsor
PIPE.

 

The foregoing description of the Sponsor Letter Agreement does not purport to
be complete and is qualified in its entirety by the terms and conditions of
the Sponsor Letter Agreement filed as Exhibit 10.2 hereto and incorporated by
reference herein.

 

Stockholder Support Agreement

 

On April 11, 2023, the Company, Spectral MD and Key Company Stockholders (as
defined in the Stockholder Support Agreement) entered into a Stockholder
Support Agreement (the "Stockholder Support Agreement"), pursuant to which,
among other things each Key Company Stockholder agrees to vote all of such
holder's shares (a) in favor of the approval and adoption of the Business
Combination Agreement, the Mergers, and the other Transactions (including the
amendment to the Amended and Restated Spectral MD Certificate of
Incorporation, and Spectral MD's delisting from AIM) and (b) against any
action, agreement or transaction or proposal that would reasonable be expected
to result in a breach of any covenant, representation or warranty or any other
obligation or agreement of Spectral MD under the Business Combination
Agreement or that would reasonably be expected to result in the failure of the
Transactions from being consummated.

 

The foregoing description of the Stockholder Support Agreement does not
purport to be complete and is qualified in its entirety by the terms and
conditions of the Stockholder Support Agreement filed as Exhibit 10.3 hereto
and incorporated by reference herein.

 

Additional Information about the Proposed Mergers and the Other Transactions
Contemplated Thereby and Where to Find It

 

In connection with the proposed Mergers and the other transactions
contemplated by the Business Combination Agreement and related ancillary
agreements (the "Proposed Transactions"), the Company intends to file a
registration statement on Form S-4 (the "registration statement") with the
U.S. Securities and Exchange Commission ("SEC"), which will include a document
that serves as a prospectus and a proxy statement of the Company, referred to
as a "proxy statement/prospectus." The definitive proxy statement/prospectus
will be filed with the SEC as part of the registration statement and will be
sent to all Company stockholders as of the applicable record date to be
established. The Company may also file other relevant documents regarding the
Proposed Transactions with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE
REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS.

 

Investors and security holders will be able to obtain free copies of the
registration statement and the proxy statement/prospectus (if and when
available) and all other relevant documents that are filed or that will be
filed with the SEC by the Company through the website maintained by the SEC at
www.sec.gov.

 

Participants in the Solicitation

 

The Company and Spectral MD and certain of their respective directors,
executive officers and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitation of proxies from
the Company's stockholders in connection with the Proposed Transactions. A
list of the names of the directors and executive officers of the Company and
Spectral MD and information regarding their interests in the business
combination will be contained in the proxy statement/prospectus when
available. The Company's stockholders and other interested parties may obtain
copies of these documents free of charge by directing a written request to the
Company.

 

No Offer or Solicitation

 

This Current Report on Form 8-K and the information contained herein do not
constitute (i) (a) a solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Proposed Transactions or (b) an
offer to sell or the solicitation of an offer to buy any security, commodity
or instrument or related derivative, nor shall there be any sale of securities
in any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any
such jurisdiction or (ii) an offer or commitment to lend, syndicate or arrange
a financing, underwrite or purchase or act as an agent or advisor or in any
other capacity with respect to any transaction, or commit capital, or to
participate in any trading strategies. No offer of securities in the United
States or to or for the account or benefit of U.S. persons (as defined in
Regulation S under the U.S. Securities Act) shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act, or an
exemption therefrom. Investors should consult with their counsel as to the
applicable requirements for a purchaser to avail itself of any exemption under
the Securities Act.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains statements that are forward-looking
statements within the meaning of the of the Private Securities Litigation
Reform Act of 1995. This includes, without limitation, statements regarding
the proposed transactions between Spectral MD and the Company, including
statements regarding anticipated timing of the Proposed Transactions. The
words "anticipate," "believe," "continue," "could," "estimate," "expect,"
"intends," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "will," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. All statements, other than historical
facts are forward-looking statements. The forward-looking statements contained
in this Current Report on Form 8-K are based on the Company's current
expectations and beliefs concerning future developments and their potential
effects on the Company. There can be no assurance that future developments
affecting the Company will be those that the Company has anticipated. 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. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond the Company's control) or other
assumptions that may cause actual results to be materially different from
those expressed or implied by these forward-looking statements. These risks
and uncertainties include, but are not limited to, the following risks,
uncertainties and other factors: (i) the risk that the Proposed Transactions
may not be completed in a timely manner or at all, which may adversely affect
the price of the Company's securities, (ii) the risk that the Proposed
Transactions may not be completed by the Company's business combination
deadline and the potential failure to obtain an extension of the business
combination deadline if sought by the Company, (iii) the failure to satisfy
the conditions to the consummation of the Proposed Transactions, including the
adoption of the Business Combination Agreement and the ancillary agreements by
the stockholders of the Company and Spectral MD, and the receipt of certain
governmental and regulatory approvals, (iv) the lack of a third-party
valuation in determining whether or not to pursue the Proposed Transactions,
(v) the ability to regain compliance with Nasdaq Capital Market listing
requirements and to maintain listing, or for the post-closing company to be
listed, on the Nasdaq Capital Market, (vi) the occurrence of any event, change
or other circumstance that could give rise to the termination of the Business
Combination Agreement, (vii) the effect of the announcement or pendency of the
Proposed Transactions on Spectral MD's business relationships, operating
results, and business generally, (viii) risks that the Proposed Transactions
disrupts current plans and operations of Spectral MD, (ix) the outcome of any
legal proceedings that may be instituted against Spectral MD or against the
Company related to the Business Combination Agreement, the ancillary
agreements or the Proposed Transactions, (x) volatility in the price of the
Company's securities due to a variety of factors, including changes in the
competitive and regulated industries in which the Company plans to operate or
Spectral MD operates, variations in operating performance across competitors,
changes in laws and regulations affecting the Company's or Spectral MD's
business, Spectral MD's inability to implement its business plan or meet or
exceed its financial projections and changes in the combined capital
structure, (xi) changes in general economic conditions, including as a result
of the COVID-19 pandemic, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the Proposed
Transactions, and identify and realize additional opportunities, (xiii) the
Company's ability to raise capital as needed, (xiv) the risk of downturns and
a changing regulatory landscape and (xv) the failure to realize the
anticipated benefits of the Proposed Transactions. The foregoing list of
factors is not exhaustive. 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 SEC.
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. Readers are cautioned not to put
undue reliance on forward-looking statements, and neither the Company nor
Spectral MD assumes any obligation and do 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. Neither the Company nor Spectral MD gives any assurance that it will
achieve its expectations.

 

 Item 9.01.  Financial Statements and Exhibits.

 

   (d)  Exhibits.

 

 Exhibit No.  Description
 2.1          Business Combination Agreement, dated as of April 11, 2023, by and among
              Rosecliff Acquisition Corp I, Ghost Merger Sub I Inc., Ghost Merger Sub II LLC
              and Spectral MD Holdings, Ltd.
 10.1         Form of Amended and Restated Registration Rights Agreement, by and among
              Spectral MD, Inc., Rosecliff Acquisition Sponsor I LLC, Target Holders,
              Director Holders and Investor Stockholders
 10.2         Sponsor Letter Agreement, dated as of April 11, 2023, by and among Rosecliff
              Acquisition I Sponsor LLC, Spectral MD Holdings, Ltd. and Rosecliff
              Acquisition Corp I
 10.3         Stockholder Support Agreement, dated as of April 11, 2023, by and among
              Spectral MD Holdings, Ltd., Rosecliff Acquisition Corp I and Key Company
              Stockholders
 104          Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

 

                       ROSECLIFF ACQUISITION CORP I

 Date: April 17, 2023  By:         /s/ Michael P. Murphy
                                   Name:         Michael P. Murphy
                                   Title:        Chief Executive Officer

 

 

 

 

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