0001209191-23-008572.txt : 20230210
0001209191-23-008572.hdr.sgml : 20230210
20230210204655
ACCESSION NUMBER: 0001209191-23-008572
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20221223
FILED AS OF DATE: 20230210
DATE AS OF CHANGE: 20230210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS & CO. LLC
CENTRAL INDEX KEY: 0000769993
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40058
FILM NUMBER: 23614283
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
FORMER NAME:
FORMER CONFORMED NAME: GOLDMAN SACHS & CO
DATE OF NAME CHANGE: 19931102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40058
FILM NUMBER: 23614284
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
FORMER NAME:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Rosecliff Acquisition Corp I
CENTRAL INDEX KEY: 0001833498
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
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
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2022-12-23
0
0001833498
Rosecliff Acquisition Corp I
RCLF
0000886982
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0000769993
GOLDMAN SACHS & CO. LLC
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
Warrant
Class A Common Stock
340782
I
See Footnote
Each warrant of Rosecliff Acquisition Corp I. (the "Issuer") entitles the holder to purchase one share of Class A ordinary shares at $11.50. The warrants become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and expire five years after the completion of the initial Business Combination.
This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. On December 23, 2022, the Reporting Persons experienced an increase in their beneficial ownership of Rosecliff Acquisition Corp. I (the "Issuer") to above 10% of the outstanding Common Stock.
The securities of the Issuer reported herein as indirectly purchased were beneficially owned directly by Goldman Sachs and indirectly by GS Group.
/s/ Jamison Yardley, Attorney-in-fact
2023-02-10
/s/ Jamison Yardley, Attorney-in-fact
2023-02-10
EX-24
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Jamison Yardley,
Nathan R. Burby and Crystal Orgill, acting individually, its true and lawful
attorney, to execute and
deliver in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes as
the Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until the earlier
of (i)
January 1, 2024 and (ii) such time that it is revoked in writing by the Company;
provided that in the event the attorney-in-fact ceases to be an employee of the
Company or its affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such attorney-in-fact upon
such cessation but shall continue in full force and effect in relation to any
remaining
attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 7, 2021.
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Karen P. Seymour
Name: Karen P. Seymour
Title: Executive Vice Pesident, General Counsel and Secretary