8-A12B 1 ea135283-8a12b_rosecliffacq.htm FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-A

 

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

ROSECLIFF ACQUISITION CORP I

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   85-398714

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

   

767 5th Avenue 34th Floor

New York, New York

  10153
(Address of Principal Executive Offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class
to be Registered

 

Name of Each Exchange on

Which Each Class is to be Registered

Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant   The Nasdaq Stock Market LLC
   
Class A common stock, par value $0.0001 per share   The Nasdaq Stock Market LLC
   
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50   The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

 

Securities Act registration statement or Regulation A offering Statement file number to which this form relates: 333-252478

 

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of Class)

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are units, Class A common stock, par value $0.0001 per share, and redeemable warrants to purchase Class A common stock, of Rosecliff Acquisition Corp I (the “Registrant”). The description of the units, Class A common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-252478), originally filed with the Securities and Exchange Commission on January 17, 2021, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2. Exhibits.

 

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. 

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  Rosecliff Acquisition Corp I
     
Date: February 11, 2021 By: /s/ Michael P. Murphy
    Name: Michael P. Murphy
   

Title:    Chief Executive Officer

 

 

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