RCLF Rosecliff Acquisition Corp I

Filed: 22 Nov 21, 4:05pm





Washington, D.C. 20549












Date of Report (Date of earliest event reported): November 16, 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

New York, New York

(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 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


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 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.


In connection with the preparation of the financial statements as of September 30, 2021, the Company reevaluated the classification of the Class A common stock. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration the requirement in the Company’s amended and restated memorandum and articles of association that a redemption cannot result in the Company’s net tangible assets being less than $5,000,001. Upon further evaluation, the Company determined that the Class A common stock issued during the initial public offering and pursuant to the exercise of the underwriters’ overallotment include certain redemption features not solely within the Company’s control that, under Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing Liabilities from Equity, require such shares to be classified as temporary equity, regardless of the minimum net tangible assets required to complete the Company’s initial business combination.


Therefore, on November 16, 2021, the Company’s management and audit committee of the board of directors (the “Audit Committee”) concluded that the Company’s previously issued financial statements on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 24, 2021 and on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 (collectively, the “Relevant Periods”) should be restated to report all Class A common stock subject to possible redemption as temporary equity. Considering such restatement, financial statements included in the quarterly reports for the Relevant Periods, as well as the relevant portions of any communications that describe or are based on such financial statements, should no longer be relied upon. The Company will file a Form 10-Q for the period ended September 30, 2021, which also will include the restated financial statements for the Relevant Periods.


The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with its independent accountants.




Cautionary Statement Regarding Forward-Looking Statements


This report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, including those relating to the filing of the Form 10-Q for the period ended September 30, 2021, other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s final prospectus filed with the SEC on February 16, 2021 and Form 10-Q for the quarter ended June 30, 2021. Copies of such filings are available on the SEC’s website, The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.







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.


Date: November 22, 2021By:/s/ Michael P. Murphy
 Name: Michael P. Murphy
 Title:Chief Executive Officer