8-K 1 ea136208-8k_rosecliff.htm FORM 8-K

 

 

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): February 17, 2021

 

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 5th Avenue 34th Floor New York, New York   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

Symbol(s)

 

Name of each exchange

on which registered

Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant   RCLFU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   RCLF   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   RCLFW   The Nasdaq Stock Market LLC

 

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 þ

 

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 8.01Other Events.

 

On February 17, 2021, Rosecliff Acquisition Corp I (the “Company”) completed its initial public offering (the “IPO”) of 25,300,000 units (the “Units”), including the issuance of 3,300,000 Units as a result of the underwriter’s exercise of its option to purchase additional Units in full. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $253,000,000.

 

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 4,706,667 warrants (the “Private Placement Warrants”) to the Company’s sponsor, Rosecliff Acquisition Sponsor I LLC, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,060,000.

 

A total of $253,000,000, comprised of proceeds from the IPO and the sale of the Private Placement Warrants was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of February 17, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the sale of the Private Placement Warrants has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01Financial Statements and Exhibits.

 

(d)       Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit

No.

  Description of Exhibits
     
     
99.1   Audited Balance Sheet, as of February 17, 2021.

 

 

 

 

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: February 23, 2021 By: /s/ Michael P. Murphy
  Name:  Michael P. Murphy
  Title:   Chief Executive Officer