TIDMSMD
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 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"(R) with our DeepView(R) Wound Diagnostics System. The
Company's DeepView(R) 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:
Trading Name of each exchange
Title of each class 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
stock at an exercise
price of $11.50 RCLFW NASDAQ
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 AMMENTS 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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END
MSCDDGDSCSBDGXI
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