0001209191-23-049203.txt : 20230913 0001209191-23-049203.hdr.sgml : 20230913 20230913124404 ACCESSION NUMBER: 0001209191-23-049203 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230911 FILED AS OF DATE: 20230913 DATE AS OF CHANGE: 20230913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rosecliff Acquisition Sponsor I LLC CENTRAL INDEX KEY: 0001833497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40058 FILM NUMBER: 231252052 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: (212) 492-3000 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Murphy Michael Patrick CENTRAL INDEX KEY: 0001845597 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40058 FILM NUMBER: 231252053 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rosecliff Acquisition Corp I CENTRAL INDEX KEY: 0001833498 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: (212) 492-3000 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-11 0 0001833498 Rosecliff Acquisition Corp I MDAI 0001833497 Rosecliff Acquisition Sponsor I LLC C/O ROSECLIFF ACQUISITION CORP I 767 5TH AVENUE, 34TH FLOOR NEW YORK NY 10153 1 0 0 0 0001845597 Murphy Michael Patrick C/O ROSECLIFF ACQUISITION CORP I 767 5TH AVENUE, 34TH FLOOR NEW YORK NY 10153 1 0 0 0 0 Common Stock 2023-09-11 4 M 0 815000 0.00 A 815000 D Common Stock 2023-09-11 4 A 0 33333 0.00 A 848333 D Class B Common Stock 2023-09-11 4 M 0 815000 0.00 D Class A Common Stock 815000 0 D Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation ("Spectral"), the Issuer consummated its initial business combination (the "Business Combination") on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock. Rosecliff Acquisition Sponsor I LLC ("Sponsor") is the record holder of the securities reported herein. Rosecliff Credit Opportunity Fund I, L.P. ("RSO") is the managing member of Sponsor. Rosecliff Credit Opportunity Fund I GP, LLC ("Fund") is the general partner of RSO. Michael Murphy is the managing member of Fund. As a result of the foregoing, Mr. Murphy may be deemed to beneficially own the securities held by Sponsor. Mr. Murphy disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Reflects 33,333 shares of the Issuer's Class A common stock issued by the Issuer to Sponsor in settlement of $310,000 in administrative services fees owed by the Issuer to Sponsor. Shares of the Issuer's Class B common stock were automatically convertible into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and had no expiration date. Pursuant to that certain Sponsor Letter Agreement, dated April 11, 2023, by and among the Issuer, Sponsor and Spectral, Sponsor forfeited 5,380,000 shares of Class B common stock to the Issuer for no consideration immediately prior to the Business Combination. Mr. Murphy serves on the board of directors of the issuer and serves as its Chief Executive Officer. On the basis of the relationship between the Sponsor and Mr. Murphy, the Sponsor may be deemed a director by deputization with respect to the issuer for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. /s/ Michael Murphy, as the Managing Member of Rosecliff Credit Opportunity Fund I GP, LLC, the General Partner of Rosecliff Credit Opportunity Fund I, L.P. 2023-09-13 /s/ Michael Murphy 2023-09-13