UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 24, 2022 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
(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 | ||
The | Stock Market LLC||||
The | Stock Market LLC||||
The | 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
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.
EXPLANATORY NOTE.
The Original Balance Sheet is superseded by the
information in this Amendment and should no longer be relied upon. Except as described above, this Amendment does not amend, update
or change any other disclosures in the Original 8-K. In addition, the information contained in this Amendment does not reflect
events occurring after the filing of the Original 8-K and does not modify or update the disclosures therein, except as specifically
identified above. Among other things, forward-looking statements made in the Original 8-K have not been revised to reflect events,
results or developments that occurred or facts that became known to the Company after the date of the Original 8-K, other than as
described herein, and such forward-looking statements should be read in conjunction with the Company’s filings with the
SEC.
Item 8.01 | Other Events. |
On February 17, 2021, 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, 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.
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Item 9.01 | Financial 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. | |
104 | Cover Page Interactive Data File (embedded as Inline XBRL document) |
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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: March 24, 2022 | By: | /s/ Michael P. Murphy |
Name: Title: |
Michael P. Murphy Chief Executive Officer |
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