ROSECLIFF ACQUISITION CORP I
CONDENSED BALANCE SHEETS
| |
March 31, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | |
| |
Current assets | |
| | | |
| | |
Cash | |
$ | 541,841 | | |
$ | 785,038 | |
Prepaid expenses | |
| 203,833 | | |
| 153,575 | |
Total current assets | |
| 745,674 | | |
| 938,613 | |
| |
| | | |
| | |
Cash held in Trust Account | |
| 4,666,884 | | |
| 4,626,107 | |
TOTAL ASSETS | |
$ | 5,412,558 | | |
$ | 5,564,720 | |
| |
| | | |
| | |
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accrued expenses | |
$ | 3,686,739 | | |
$ | 3,352,296 | |
Income taxes payable | |
| 262,390 | | |
| 255,297 | |
Due to Sponsor | |
| 16,152 | | |
| 16,152 | |
Total current liabilities | |
| 3,965,281 | | |
| 3,623,745 | |
| |
| | | |
| | |
Warrant liabilities | |
| 1,182,600 | | |
| 394,200 | |
Deferred underwriting fee payable | |
| 8,855,000 | | |
| 8,855,000 | |
TOTAL LIABILITIES | |
| 14,002,881 | | |
| 12,872,945 | |
| |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES | |
| | | |
| | |
Class A common stock subject to possible redemption: 458,716 shares at approximately $10.50 and $10.44 per share redemption value at March 31, 2023 and December 31, 2022, respectively | |
| 4,814,661 | | |
| 4,787,977 | |
| |
| | | |
| | |
STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
Class A common stock, $0.0001 par value; 80,000,000 shares authorized, none outstanding (excluding 458,716 shares subject to possible redemption at March 31, 2023 and December 31, 2022) | |
| — | | |
| — | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,325,000 shares issued and outstanding at March 31, 2023 and December 31, 2022 | |
| 633 | | |
| 633 | |
Additional paid-in capital | |
| — | | |
| — | |
Accumulated deficit | |
| (13,405,617 | ) | |
| (12,096,835 | ) |
TOTAL STOCKHOLDERS’ DEFICIT | |
| (13,404,984 | ) | |
| (12,096,202 | ) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT | |
$ | 5,412,558 | | |
$ | 5,564,720 | |
The accompanying notes are an integral part of
these unaudited condensed financial statements.
ROSECLIFF ACQUISITION CORP I
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| |
For the Three Months Ended
March 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
General and administrative expenses | |
$ | 527,382 | | |
$ | 465,124 | |
Loss from operations | |
| (527,382 | ) | |
| (465,124 | ) |
| |
| | | |
| | |
Other (expense) income: | |
| | | |
| | |
Change in fair value of warrant liabilities | |
| (788,400 | ) | |
| 7,514,642 | |
Interest earned on cash held in Trust Account | |
| 40,777 | | |
| 4,329 | |
Total other (expense) income, net | |
| (747,623 | ) | |
| 7,518,971 | |
| |
| | | |
| | |
Income (loss) before provision for income taxes | |
| (1,275,005 | ) | |
| 7,053,847 | |
Provision for income taxes | |
| (7,093 | ) | |
| — | |
Net (loss) income | |
$ | (1,282,098 | ) | |
$ | 7,053,847 | |
| |
| | | |
| | |
Weighted average shares outstanding, Class A common stock | |
| 458,716 | | |
| 25,300,000 | |
Basic and diluted net (loss) income per share, Class A common stock | |
$ | (0.19 | ) | |
$ | 0.22 | |
| |
| | | |
| | |
Weighted average shares outstanding, Class B common stock | |
| 6,325,000 | | |
| 6,325,000 | |
Basic and diluted net (loss) income per share, Class B common stock | |
$ | (0.19 | ) | |
$ | 0.22 | |
The accompanying notes are an integral part of
these unaudited condensed financial statements.
ROSECLIFF ACQUISITION CORP I
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN
STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2023
| |
Class A Common Stock | | |
Class B Common Stock | | |
Additional Paid-in | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance — December 31, 2022 | |
| — | | |
$ | — | | |
| 6,325,000 | | |
$ | 633 | | |
$ | — | | |
$ | (12,096,835 | ) | |
$ | (12,096,202 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Accretion of Class A common stock to redemption amount | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (26,684 | ) | |
| (26,684 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,282,098 | ) | |
| (1,282,098 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance – March 31, 2023 (unaudited) | |
| — | | |
$ | — | | |
| 6,325,000 | | |
$ | 633 | | |
$ | — | | |
$ | (13,405,617 | ) | |
$ | (13,404,984 | ) |
FOR THE THREE MONTHS ENDED MARCH 31, 2022
| |
Class A Common Stock | | |
Class B Common Stock | | |
Additional Paid-in | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance — December 31, 2021 | |
| — | | |
$ | — | | |
| 6,325,000 | | |
$ | 633 | | |
$ | — | | |
$ | (20,825,430 | ) | |
$ | (20,824,797 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 7,053,847 | | |
| 7,053,847 | |
Balance – March 31, 2022 (unaudited) | |
| — | | |
$ | — | | |
| 6,325,000 | | |
$ | 633 | | |
$ | — | | |
$ | (13,771,583 | ) | |
$ | (13,770,950 | ) |
The accompanying notes are an integral part of
these unaudited condensed financial statements.
ROSECLIFF ACQUISITION CORP I
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| |
For the Three Months Ended
March 31, | |
| |
2023 | | |
2022 | |
Cash Flows from Operating Activities: | |
| | |
| |
Net (loss) income | |
$ | (1,282,098 | ) | |
$ | 7,053,847 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |
| | | |
| | |
Change in fair value of warrant liabilities | |
| 788,400 | | |
| (7,514,642 | ) |
Interest earned on cash and investments held in Trust Account | |
| (40,777 | ) | |
| (4,329 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| (50,258 | ) | |
| 73,542 | |
Accrued expenses | |
| 334,443 | | |
| 88,068 | |
Income taxes payable | |
| 7,093 | | |
| | |
Net cash used in operating activities | |
| (243,197 | ) | |
| (303,514 | ) |
| |
| | | |
| | |
Net Change in Cash | |
| (243,197 | ) | |
| (303,514 | ) |
Cash – Beginning of period | |
| 785,038 | | |
| 769,432 | |
Cash – End of period | |
$ | 541,841 | | |
$ | 465,918 | |
The accompanying notes are an integral part of
these unaudited condensed financial statements.
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS
Rosecliff Acquisition Corp I (the “Company”)
is a blank check company incorporated in Delaware on November 17, 2020. The Company was formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”).
The Company is not limited to a particular industry
or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such,
the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of March 31, 2023, the Company had not commenced
any operations. All activity for the period from November 17, 2020 (inception) through March 31, 2023 relates to the Company’s formation
and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public
Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the
completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income
from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s
Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated the Initial Public
Offering of 25,300,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public
Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Units,
at $10.00 per Unit, generating gross proceeds of $253,000,000, which is described in Note 3.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 4,706,667 warrants (the “Private Placement Warrants”) at a price of $1.50
per Private Placement Warrant in a private placement to Rosecliff Acquisition Sponsor I LLC (the “Sponsor”) generating gross
proceeds of $7,060,000, which is described in Note 4.
Transaction costs amounted to $14,373,127, consisting
of $5,060,000 in cash underwriting fees, $8,855,000 in deferred underwriting fees, and $458,127 of other offering costs.
Following the closing of the Initial Public Offering
on February 17, 2021, an amount of $253,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public
Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the
United States and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 of the Investment Company Act, which invest only in direct U.S. government treasury obligations,
as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds
held in the Trust Account, as described below.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial
Business Combinations with one or more operating businesses or assets that together have a fair market value equal to at least 80% of
the assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on the income
earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50%
or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company
will be able to complete a Business Combination successfully.
The Company will provide the holders of the outstanding
Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or
(ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct
a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion
of the amount then held in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account,
net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s
warrants.
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
The Company will only proceed with a Business
Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks
stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required
by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other
reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”),
conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and
file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction
is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business
or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not
pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has
agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in
favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting,
and if they do vote, irrespective of whether they vote for or against the proposed transaction.
Notwithstanding the foregoing, if the Company
seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate
of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom
such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15%
of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed (a) to waive its redemption
rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and
(b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation
to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete
a Business Combination by the Expiration Date (as defined below) or (ii) with respect to any other provision relating to stockholders’
rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their
Public Shares in conjunction with any such amendment.
The Company will have until February 17,
2024 to complete the Business Combination (the “Expiration Date”). If the Company has not completed a Business
Combination by the Expiration Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as
stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under the Delaware General
Corporation Law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights
or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to
complete a Business Combination by the Expiration Date.
The Sponsor has agreed to waive its rights to
liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a
Business Combination by the Expiration Date. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public
Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within
the Expiration Date. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in
the Trust Account in the event the Company does not complete a Business Combination by the Expiration Date, and in such event, such amounts
will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In
the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less
than the Initial Public Offering price per Unit ($10.00).
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
In order to protect the amounts held in the Trust
Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or
products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public
Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions
in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under
the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to
be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by
endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective
target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title,
interest or claim of any kind in or to monies held in the Trust Account.
On January 22, 2023, we received
a written notice (the “January Notice”) from the Listing Qualifications Department (the “Staff”) of The
Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(a)(4), due to the
Company’s failure to meet the minimum 500,000 publicly held shares requirement for the Nasdaq Capital Market. The January
Notice is a notification of deficiency, not of imminent delisting. On March 9, 2023, per the January Notice, the Company
submitted a plan of compliance to achieve and sustain compliance with all Nasdaq Capital Market listing requirements. On May 8,
2023, we received a letter from the Staff of Nasdaq stating they accepted the Company’s plan. If the Company does
not complete a Business Combination by July 21, 2023, the Staff will provide written notification that the Company’s
securities will be delisted, which the Company may appeal the Staff’s determination to a Listing Qualifications Panel.
Extension of the Expiration Date
In connection with the Company’s special
meeting of stockholders held on December 21, 2022, the Company’s stockholders approved (A) the proposal to amend the Company’s
amended and restated certificate of incorporation to extend the date by which the Company must either (i) consummate the initial Business
Combination, or (ii) cease its operations, except for the purpose of winding up if it fails to complete such initial Business Combination,
and redeem all of the shares of Class A common stock, and all of the shares of Class B common stock, included as part of the units sold
in the Company’s initial public offering that was consummated on February 17, 2021, from February 17, 2023 to February 17, 2024
and (B) the proposal to amend the amended and restated certificate of incorporation to eliminate the Redemption Limitation in order to
allow the Company to redeem shares of Class A common stock irrespective of whether such redemption would exceed the Redemption Limitation.
The redemption of funds from the trust
account occurred on December 27, 2022, approved by the stockholders on December 21, 2022, when the trustee, CST, transferred the
whole amount of the trust to an intermediary account in the custody of trustee to be distributed to redeeming shareholders on
December 28, 2022.
Liquidity and Going Concern
As of March 31, 2023, the Company had $541,841
in its operating bank account and a working capital deficit of $3,219,607. The Company intends to use the funds held outside the Trust
Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel
to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate
documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. As of
March 31, 2023, the Company has withdrawn a total of $1,034,597 from the Trust Account, of which approximately $290,000 in its operating
account is reserved for payment of taxes. In order to finance transaction costs in connection with a Business Combination, the Sponsor
or an affiliated of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company
Working Capital Loans (as defined below) (see Note 5).
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update
(“ASU”) 205-40, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”
the Company has until the Expiration Date to consummate a Business Combination. It is uncertain that the Company will be able to consummate
a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of
the Company through one year from the issuance of these unaudited condensed financial statements. If a Business Combination is not consummated
by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity
condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial
doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets
or liabilities that might result from the outcome of this uncertainty. The Company intends to complete a proposed Business Combination
before the Expiration Date. However, there can be no assurance that the Company will be able to consummate any Business Combination by
the Expiration Date. In addition, the Company may need to raise additional capital through loans or additional investments from its Sponsor,
stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to,
loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the
Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable
to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not
necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The
Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern through the Expiration Date.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of
the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with
U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations,
or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting
of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows
for the periods presented.
The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as
filed with the SEC on March 31, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of
the results to be expected for the year ending December 31, 2023, or for any interim future periods.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
Use of Estimates
The preparation of the unaudited condensed financial
statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial
statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these
unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject
to change as more current information becomes available, and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $541,841 and $785,038 of cash
as of March 31, 2023 and December 31, 2022, respectively, and no cash equivalents.
Cash Held in Trust Account
As of March 31, 2023 and December 31, 2022,
all of assets held in the Trust Account were held in cash. During the three months ended March 31, 2023, the Company did not
withdraw any amount of interest earned on investment held in the Trust Account to pay its tax obligations. The Company presents its
investments in cash on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the
change in fair value of these securities are included in interest income in the accompanying unaudited condensed statements of
operations.
Offering Costs
Offering costs consisted of legal, accounting
and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs
were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared
to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations.
Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common
stock subject to redemption upon the completion of the Initial Public Offering.
Class A Common Stock Subject to Possible
Redemption
The Company accounts for its Class A common
stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic
480, “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to
mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A
common stock (including Class A common stock that features redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as
temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A
common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to
occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, 458,716 shares of Class
A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’
deficit section of the Company’s condensed balance sheets.
The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting
period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption
amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital
and accumulated deficit.
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
On December 21, 2022, stockholders elected to
redeem an aggregate of 24,841,284 ($250,522,502 value) of shares of Class A common stock, representing approximately 98.2% of the issued
and outstanding shares of Class A common stock.
At March 31, 2023 and December 31, 2022, the Class
A common stock reflected in the condensed balance sheets is reconciled in the following table:
Gross proceeds | |
$ | 253,000,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (7,590,000 | ) |
Class A common stock issuance costs | |
| (13,934,844 | ) |
Plus: | |
| | |
Accretion of carrying value to redemption value | |
| 23,835,323 | |
Less: | |
| | |
Redemption of Class A common stock | |
| (250,522,502 | ) |
Class A common stock subject to possible redemption, December 31, 2022 | |
$ | 4,787,977 | |
Plus: | |
| | |
Accretion of carrying value to redemption value | |
| 26,684 | |
Class A common stock subject to possible redemption, March 31, 2023 | |
$ | 4,814,661 | |
Warrant Liabilities
The Company does not use derivative
instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial
instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that
qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC
815”). The Company accounts for warrants in accordance with the guidance in ASC 480 and ASC 815 and determined that the
warrants do not meet the criteria for equity treatment thereunder. The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all
of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own
common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is
conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are
outstanding.
Accordingly, the Company recognizes the 8,433,333
Public Warrants and 4,706,667 Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value at each
reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value
is recognized in the Company’s statements of operations. The Public Warrants are valued by the closing price of the observable market
quote in an active market. The Private Placement Warrants are valued using an observable market quote for a similar asset in an active
market (see Notes 8 and 9).
Income Taxes
The Company accounts for income taxes under ASC
740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected
impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected
future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be
established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and
December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it.
ASC 740-270-25-2 requires that an annual
effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC
740-270-30-5. The Company’s effective tax rate was 0.00% and 0.00% for the three months ended March 31, 2023 and 2022,
respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022,
due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.
ASC 740 also clarifies the accounting for
uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period,
disclosure and transition.
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest
and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position.
The Company has identified the United States
as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since
inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax
jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount
of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) per Common Share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred
to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of stock. Net income
(loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for
the respective period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as
the redemption value approximates fair value.
The calculation of diluted net income (loss)
per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the
private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2023 and
2022, the 13,140,000 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to
purchase the Company’s stock were excluded from diluted earnings per share for the three months ended March 31, 2023 and 2022
because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per
common stock is the same as basic net income (loss) per common stock for the period. The table below presents a reconciliation of
the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of stock.
The following table reflects the calculation of
basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts):
| |
For the Three Months Ended March 31, | |
| |
2023 | | |
2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Basic and diluted net (loss) income per share of common stock | |
| | |
| | |
| | |
| |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Allocation of net (loss) income, as adjusted | |
$ | (86,696 | ) | |
$ | (1,195,402 | ) | |
$ | 5,643,078 | | |
$ | 1,410,769 | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 458,716 | | |
| 6,325,000 | | |
| 25,300,000 | | |
| 6,325,000 | |
Basic and diluted net (loss) income per share of common stock | |
$ | (0.19 | ) | |
$ | (0.19 | ) | |
$ | 0.22 | | |
$ | 0.22 | |
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal
Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant
adverse impact on the Company’s financial condition, results of operations and cash flows.
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the
carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the
warrant liabilities (see Note 9).
Fair Value Measurements
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement
date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
|
● |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
|
● |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
|
● |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments
The Company evaluates its financial
instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance
with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as
liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each
reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative
instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each
reporting period. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether
or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
Recent Accounting Standards
In August 2020, the FASB issued ASU 2020-06,
“Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in
Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own
Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation
models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to
qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU
2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with
early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial
position, results of operations or cash flows. The Company has not adopted this guidance as of March 31, 2023.
Management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited
condensed financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company
sold 25,300,000 Units, which includes a full exercise by the underwriters of their overallotment option in the amount of 3,300,000 Units,
at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each,
a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price
of $11.50 per share, subject to adjustment (see Note 9).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the
Initial Public Offering, the Sponsor has purchased an aggregate of 4,706,667 Private Placement Warrants at a price of $1.50 per
Private Placement Warrant ($7,060,000 in the aggregate) from the Company in a private placement. Each whole Private Placement
Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note
9). A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public
Offering held in the Trust Account. If the Company does not complete a Business Combination by the Expiration Date, the proceeds
from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares
(subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
During the period ended December 31, 2020, the
Sponsor paid $25,000 to cover certain of the Company’s offering costs in exchange for 5,750,000 shares of the Company’s Class
B common stock (the “Founder Shares”). On February 11, 2021, the Company effected a 1:1.1 stock split of its Class B common
stock, resulting in an aggregate of 6,325,000 shares outstanding. All share and per-share amounts have been retroactively restated to
reflect the stock split. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture to the extent that the
underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted
basis, approximately 20% of the Company’s issued and outstanding common stock upon the consummation of the Initial Public Offering.
As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject
to forfeiture.
The Sponsor has agreed, subject to limited exceptions,
not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business
Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company
completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Public
Stockholders having the right to exchange their shares of common stock for cash, securities or other property.
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
Amount Due to Sponsor
At March 31, 2023 and December 31, 2022, the Company
had advances owed to the Sponsor in the amount of $16,152.
Administrative Services Agreement
Commencing on February 11, 2021 through the earlier
of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay the Sponsor a total of $10,000
per month for office space, support and administrative services. For the three months ended March 31, 2023 and 2022, the Company incurred
$30,000 and $30,000 in fees for these services, respectively. At March 31, 2023 and December 31, 2022, $260,000 and $230,000 of administrative
fees, respectively, were included in accrued expenses in the accompanying condensed balance sheets, respectively.
Related Party Loans
In order to fund working capital
deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or
certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required
(“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital
Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only
out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion
of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be
used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been
determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon
consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working
Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants
would be identical to the Private Placement Warrants. As of March 31, 2023 and December 31, 2022, there were no amounts outstanding
under the Working Capital Loans.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of
the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Various social and political circumstances in
the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and
China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with
other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes
and global health epidemics) may also contribute to increased market volatility, and economic uncertainties or deterioration in the U.S.
and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the
Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the U.S. and other
counties have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls,
tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a
Business Combination and the value of the Company’s securities.
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded
foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its
stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased
at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the
fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether
and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise
would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business
Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE”
or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination
but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.
In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment
of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company’s ability to complete a Business Combination.
Registration Rights
Pursuant to a registration rights agreement entered
into on February 11, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion
of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants
that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration
rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares
of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration
demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company
to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides
that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until
termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement
provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
The underwriters are entitled to a deferred fee
of $0.35 per Unit, or $8,855,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the
Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Termination of the Previously Announced
Business Combination Agreement
On March 11, 2022, the Company, GT Gettaxi Listco,
GT Gettaxi Limited, GT Gettaxi SPV, GT Gettaxi Merger Sub 1, Gett Merger Sub, Inc., and Dooboo Holding Limited, and Merger Sub entered
into a Termination of the Business Combination Agreement pursuant to which the parties mutually agreed to terminate the Business Combination
Agreement, effective immediately. As per the Company’s Current Report on Form 8-K filed with the SEC on November 11, 2021, the Company
requested that the target’s management undertake a thorough analysis of its financial projections. Following the conclusion of that
process, and extensive mutual efforts to negotiate an appropriate valuation adjustment, both parties agreed to terminate the Business
Combination Agreement.
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
As a result of the termination of the Business
Combination Agreement, the Business Combination Agreement is of no further force and effect, and certain transaction agreements entered
into in connection with the Business Combination Agreement, including, but not limited to, the Investors’ Rights Agreement, dated
as of November 9, 2021, and to be effective as of the closing of the Business Combination, by and among the Company, a Delaware limited
liability company, and certain holders, will either be terminated or no longer be effective, as applicable, in accordance with their respective
terms.
The Company intends to continue to pursue the
consummation of a Business Combination with an appropriate target.
NOTE 7. STOCKHOLDERS’ DEFICIT
Preferred Stock — The Company
is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other
rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2023 and December
31, 2022, there were no shares of preferred stock issued and outstanding.
Class A Common Stock — The
Company is authorized to issue 80,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common
stock are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were 458,716 shares of Class A common stock
issued and outstanding, which are presented as temporary equity.
Class B Common Stock — The
Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common
stock are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were 6,325,000 shares of Class B common
stock issued and outstanding.
Holders of Class A common stock and holders of
Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except
as otherwise required by law.
The shares of Class B common stock will automatically
convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis,
subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment
as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued
in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which
the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority
of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance
or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock
will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion
of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection
with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the
initial Business Combination.
NOTE 8. WARRANTS
As of March 31, 2023 and December 31, 2022, there
were 8,433,333 Public Warrants outstanding. Public Warrants may only be exercised in whole and only for a whole number of shares. The
Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from
the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination
or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any
shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants
is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration,
or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will
not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise
is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
The Company has agreed that as soon as practicable,
but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable
efforts to file a registration statement covering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise
of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business
days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.
Notwithstanding the above, if the shares of Class
A common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the
definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders
of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement,
but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available.
Redemption of Warrants When the Price per share
of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the warrants
(except as described herein with respect to the Private Placement Warrants):
|
● |
in whole and not in part; |
|
● |
at a price of $0.01 per warrant; |
|
● |
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
|
● |
if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). |
If and when the warrants become redeemable by
the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale
under all applicable state securities laws.
Redemption of Warrants When the Price per share
of Class A common stock Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding
warrants:
|
● |
in whole and not in part; |
|
● |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; |
|
● |
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and |
| ● | if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
The exercise price and number of shares of Class
A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share
dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the
Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event
will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination by the
Expiration Date and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such
funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the
Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
In addition, if (x) the Company issues additional
shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial
Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue
price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance
to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination
on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading
price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company
consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price
of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price,
the $18.00 and $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% and
100%, respectively, of the higher of the Market Value and the Newly Issued Price.
At March 31, 2023 and December 31, 2022, there
were 4,706,667 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying
the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the
exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business
Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis
and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If
the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement
Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
NOTE 9. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The fair value hierarchy (see Note 2) is used to classify assets and
liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities.
At March 31, 2023 and December 31, 2022,
assets held in the Trust Account were comprised of $4,666,884 and $4,626,107 in cash, respectively. During the three months ended
March 31, 2023, the Company did not withdraw any amount of interest to pay its tax obligations. Total holdings in cash as of March
31, 2023 is $4,666,884.
The following tables present information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022
and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description | |
Level | | |
March 31, 2023 | | |
Level | | |
December 31, 2022 | |
Assets: | |
| | |
| | |
| | |
| |
Cash held in Trust Account | |
| 1 | | |
$ | 4,666,884 | | |
| 1 | | |
$ | 4,626,107 | |
Description | |
Level | | |
March 31, 2023 | | |
Level | | |
December 31, 2022 | |
Liabilities: | |
| | |
| | |
| | |
| |
Warrant Liability – Public Warrants | |
| 2 | | |
$ | 759,000 | | |
| 2 | | |
$ | 253,000 | |
Warrant Liability – Private Placement Warrants | |
| 2 | | |
$ | 423,600 | | |
| 2 | | |
$ | 141,200 | |
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
The Warrants were accounted for as
liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s accompanying March 31,
2023 and December 31, 2022 condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a
recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed
statements of operations.
The Company initially valued its Private Placement
Warrants, on February 17, 2021, as Level 3 utilizing a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein
methodology and subsequently valued the Private Placement Warrants as Level 2 through December 31, 2021, with changes in fair value recognized
in the unaudited condensed statements of operations.
The estimated fair value of the Private
Placement Warrant liabilities was determined using Level 2 inputs at March 31, 2023 and December 31, 2022. As of December 31, 2022,
the Public Warrants were classified as Level 2 in the fair value hierarchy due to low trading volume. The estimated fair value of
the Public Warrants transferred from a Level 1 measurement to a Level 2 measurement during the year ended December 31, 2022 was
$506,000. As of December 31, 2021, the Private Placement Warrants transferred to Level 2 due to the use of an observable market quote
for a similar asset in an active market.
Transfers to/from Levels 1, 2 and 3 are recognized
at the end of the reporting period in which a change in valuation technique or methodology occurs.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and
transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements
were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have
required adjustment or disclosure in the unaudited condensed financial statements.
Notice of Failure to Satisfy a Continued
Listing Rule
On April 3, 2023, the Company received a written
notice (the “April Notice”) from the Staff of Nasdaq indicating that the Company is not in compliance with Listing Rule 5550(b)(2),
due to the Company’s failure to meet the minimum $35 million Market Value of Listed Securities (“MVLS”) requirement
for the Nasdaq Capital Market. The Staff based the review of the Company’s MVLS on the last 30 consecutive business days (February
17, 2023 to March 31, 2023) and determined a deficiency exists with regards to the applicable Nasdaq listing requirement. In addition,
the Staff noted in the April Notice that the Company is not in compliance with Listing Rules 5550(b)(1) or 5550(b)(3), due to the Company’s
failure to maintain a stockholders’ equity of at least $2.5 million or net income from continuing operations of $500,000 in the
most recently completed fiscal year or in the two of the three most recently completed fiscal years. The April Notice is only a notification
of deficiency, not of imminent delisting. The April Notice states that the Company has until October 2, 2023, a compliance period of 180
calendar days, to regain and maintain compliance with the Nasdaq Capital Market MVLS listing requirement. If at any time during this compliance
period the Company’s MVLS closes at $35 million or more for a minimum of ten consecutive business days, the Staff will provide the
Company with a written confirmation of compliance.
Proposed Business Combination with Spectral
MD
On April 11, 2023, the Company entered into a
Business Combination Agreement (the “Business Combination Agreement”), by and among the Company, Spectral MD Holdings, Ltd.,
a Delaware corporation (“Spectral MD”), Ghost Merger Sub I Inc., a Delaware corporation and a direct, wholly owned subsidiary
of the Company (“Merger Sub I”), and Ghost Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned
subsidiary of the Company (“Merger Sub II”), pursuant to which, Merger Sub I will be merged with and into Spectral MD, with
Spectral MD surviving as a wholly owned subsidiary of the Company (the “First Merger”), and immediately following the First
Merger, Spectral MD will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of the Company.
ROSECLIFF ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
The Business Combination Agreement
The Business Combination Agreement provides that,
among other things and upon the terms and subject to the conditions thereof, the following transactions will occur:
| (i) | at the closing of the transactions contemplated by the Business
Combination Agreement (the “Closing”), upon the terms and subject to the conditions of the Business Combination Agreement,
in accordance with applicable provisions of the Delaware General Corporation Law (“DGCL”) and the Delaware Limited Liability
Corporation Act (“DLLCA”), Merger Sub I will merge with and into Spectral MD, with Spectral MD surviving as a wholly owned
subsidiary of the Company (the “First Merger”), and immediately following the First Merger, Spectral MD will merge with and
into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of the Company (the “Second Merger”, and together
with the First Merger, the “Mergers”); |
| (ii) | at the Closing, the Company will be renamed to a name substantially
similar to Spectral MD, Inc. and is referred to herein as “New Spectral MD”; |
| (iii) | as a result of the Mergers, among other things, all shares of
capital stock of Spectral MD outstanding, other than with respect to Spectral MD options or restricted stock unit awards, as of immediately
prior to the effective time of the Mergers, will be canceled and automatically converted into the right to receive shares of common stock
of New Spectral MD (“New Spectral MD Common Stock”) as set forth on the Payment Spreadsheet (as defined in the Business Combination
Agreement); |
| (iv) | as a result of the Mergers, each Spectral MD option outstanding
as of immediately prior to the effective time of the Mergers will be converted into the right to receive a New Spectral MD option, subject
to certain exceptions and conditions as set forth in the Business Combination Agreement; and |
| (v) | as a result of the Mergers, each Spectral MD restricted stock
unit award outstanding as of immediately prior to the effective time of the Mergers will be converted into the right to receive a New
Spectral MD restricted stock unit award, subject to certain exceptions and conditions as set forth in the Business Combination Agreement. |
The board of directors of Spectral MD has unanimously
(i) approved and declared advisable the Business Combination Agreement, the Mergers and the other transactions contemplated thereby and
(ii) resolved to recommend to the stockholders of Spectral MD their approval of the Business Combination Agreement, the ancillary agreements
and related matters.
ROSECLIFF
ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
Conditions to Closing
The Business Combination Agreement is subject
to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Mergers and related
agreements and transactions by the stockholders of Spectral MD and the stockholders of the Company, (ii) effectiveness of the proxy statement/registration
statement on Form S-4 to be filed by the Company in connection with the Mergers, (iii) expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) the absence of any law or order enjoining or prohibiting the Mergers, (v)
receipt of approval for listing on the Nasdaq Capital Market (or another mutually agreed stock exchange) of the shares of New Spectral
MD Common Stock to be issued in connection with the Mergers and (vi) the bringdown of representations, warranties and covenants of the
other party, subject to certain materiality qualifiers.
In addition, the obligation of Spectral MD to
consummate the Mergers is subject to the fulfillment of other closing conditions, including, but not limited to, the delivery by the Company
of (i) an officer’s certificate delivered pursuant to the terms of the Business Combination Agreement, (ii) duly executed letters
of resignation from the directors and officers of the Company and (iii) no Parent Material Adverse Effect (as defined in the Business
Combination Agreement) having occurred since the date of the Business Combination Agreement. The obligation of the Company to consummate
the Mergers is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the delivery by Spectral MD
of an officer’s certificate delivered pursuant to the terms of the Business Combination Agreement, (ii) the effective cancellation
of the admission of Spectral MD common stock to the Alternative Investment Market and (iii) no Company Material Adverse Effect (as defined
in the Business Combination Agreement) having occurred since the date of the Business Combination Agreement.
Covenants
The Business Combination Agreement contains additional
covenants, including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course through
the Closing, (ii) the parties not to initiate any negotiations or enter into any agreements for certain alternative transactions, (iii)
Spectral MD to prepare and deliver to the Company certain unaudited consolidated financial statements of Spectral MD, (iv) the Company
and Spectral MD to prepare and the Company to file a proxy statement/registration statement on Form S-4 and the parties to take certain
other actions to obtain the requisite approval of the stockholders of the Company and Spectral MD, respectively, with respect to certain
proposals regarding the Mergers and (v) the parties to use reasonable best efforts to obtain necessary approvals from governmental agencies.
Representations and Warranties
The Business Combination Agreement contains customary
representations and warranties by the Company, Merger Sub I, Merger Sub II and Spectral MD. The representations and warranties of the
respective parties to the Business Combination Agreement generally will not survive the Closing.
ROSECLIFF
ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
Termination
The Business Combination Agreement may be terminated
under certain customary and limited circumstances prior to the Closing, including, but not limited to, (i) by the mutual written consent
of the Company and Spectral MD; (ii) by the Company, subject to certain exceptions, if any of the representations or warranties of Spectral
MD are not true and correct or if Spectral MD fails to perform any of its respective covenants or agreements under the Business Combination
Agreement (including an obligation to consummate the Closing), in each case, such that certain conditions to the obligations of the Company
could not be satisfied and the breach of such representations or warranties or failure to perform such covenants or agreements is not
cured or cannot be cured within the earlier of (a) thirty (30) days after written notice thereof, and (b) September 30, 2023 (the “Termination
Date”); (iii) by Spectral MD, subject to certain exceptions, if any of the representations or warranties made by the Company, Merger
Sub I or Merger Sub II (together, the “Company Parties”) are not true and correct or if any Company Party fails to perform
any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing), in each
case, such that certain conditions to the obligations of Spectral MD could not be satisfied and the breach of such representations or
warranties or failure to perform such covenants or agreements is not cured or cannot be cured within the earlier of (a) thirty (30) days
after written notice thereof, and (b) the Termination Date; (iv) by either the Company or Spectral MD, if the transactions contemplated
by the Business Combination Agreement have not been consummated on or prior to the Termination Date, unless the breach of any covenants
or obligations under the Business Combination Agreement by the party seeking to terminate principally caused the failure to consummate
the transactions contemplated by the Business Combination Agreement; (v) by either the Company or Spectral MD, if any governmental entity
has issued an order or taken any other action that has the effect of making the transactions contemplated by the Business Combination
Agreement illegal or otherwise preventing or prohibiting consummation of the Mergers and such order or other action has become final and
non-appealable; (vi) by the Company if the Company Requisite Approvals (as defined in the Business Combination Agreement) shall not have
been obtained within two business days after the registration statement has been declared effective; and (vii) by Spectral MD, if the
Company board of directors (x) shall have made a Change in Recommendation (as defined in the Business Combination Agreement) or (y) shall
have failed to include the Company board of director recommendation in the proxy statement distributed to the Company stockholders.
Amended and Restated Registration Rights
and Lock-Up Agreement
The Business Combination Agreement contemplates
that, at the Closing, New Spectral MD, the Sponsor, the Company’s initial stockholders, certain stockholders of Spectral MD and
certain of each of their respective affiliates, as applicable, and the other parties thereto, will enter into an Amended and Restated
Registration Rights and Lock-Up Agreement (the “Registration Rights Agreement”), pursuant to which New Spectral MD will agree
to register for resale pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares
of New Spectral MD Common Stock and other equity securities of New Spectral MD that are held by the parties thereto from time to time
and the parties thereto will be provided with customary demand and piggyback registration rights.
Additionally, the Registration Rights Agreement
contains certain restrictions on transfer with respect to (i) shares of New Spectral MD Common Stock and any other equity securities convertible
into or exercisable or exchangeable for shares of New Spectral MD Common Stock immediately following the Closing (other than any shares
purchased in the public market). Such restrictions begin at the Closing and end on the date that is 180 days after Closing.
Sponsor Letter Agreement
On April 11, 2023, the Sponsor, the Company and
Spectral MD entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things,
the Sponsor agreed to: (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby; (ii) vote against
an arrangement, merger, amalgamation, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution
or winding up of the Company; (iii) vote against any changes in the business, management or the Company’s board other than as required
to effect the Transactions (as defined in the Business Combination Agreement); and (iv) vote against any action, agreement or transaction
or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation
or agreement of the Company, Merger Sub I or Merger Sub II under the Business Combination Agreement or that would reasonably be expected
to result in the failure of the Transactions from being consummated in each case, on the terms and subject to the conditions set forth
of the Sponsor Letter Agreement. In addition, the Sponsor agreed to (i) not redeem or elect to redeem or tender or submit any of its Subject
Parent Equity Securities (as defined in the Sponsor Letter Agreement) and (ii) not, directly or indirectly, (a) sell, assign, transfer,
pledge, dispose of or otherwise encumber any of the Subject Parent Equity Securities held by the Sponsor, (b) deposit any Subject Parent
Equity Securities held by the Sponsor into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power
of attorney with respect to any Subject Parent Equity Securities held by the Sponsor that is inconsistent with the Sponsor Letter Agreement,
or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale,
assignment, transfer or other disposition of any Subject Parent Equity Securities held by the Sponsor.
ROSECLIFF
ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
The Sponsor has agreed to surrender and forfeit
to the Company the Private Placement Warrants (as defined in the Sponsor Letter Agreement). In addition, the Sponsor and the Company,
two days prior to the Closing, will notify Spectral MD if the accrued and unpaid Parent Expenses (as defined in the Sponsor Letter Agreement)
that are then outstanding are expected to exceed $3,250,000 (the “Excess Expense Amount”). At Closing, the Sponsor will take
necessary actions such that the Sponsor Credit (as defined in the Sponsor Letter Agreement) equals or exceeds the Excess Expense Amount,
provided that Sponsor will not be required to invest in the Sponsor PIPE (as defined below) if Sponsor elects to forfeit 750,000 Sponsor
Shares (as defined below). The Sponsor will be entitled to a $5.00 credit against the Excess Expense Amount for each Sponsor Share that
the Sponsor forfeits and surrenders prior to the Closing. The Sponsor will be entitled to credit, dollar for dollar, the total amount
of the aggregate investment made by the Sponsor or its affiliates in any private placement or other cash investment or contribution to
Spectral MD or the Company (the “Sponsor PIPE”) against the Excess Expense Amount. The Sponsor and its affiliates will receive
one share of Company Class A common stock, par value $0.0001 per share, for each $10.00 invested in the Sponsor PIPE, and the Sponsor
PIPE will otherwise be on the same terms as the other investors in the private placement. At Closing, the Sponsor is entitled to retain
the Class B shares of common stock of the Company held by the Sponsor (the “Sponsor Shares”) corresponding to certain monetary
thresholds of the amounts raised in the transactions. If the Parent Closing Cash (as defined in the Sponsor Letter Agreement) is (i) less
than $10 million, the Sponsor will forfeit and surrender a number of Sponsor Shares so that the Sponsor holds 750,000 Sponsor Shares;
(ii) greater than or equal to $10 million, but less than $20 million, the Sponsor will forfeit and surrender a number of Sponsor Shares
so that the Sponsor holds 1,000,000 Sponsor Shares; (iii) greater than $20 million, but less than $30 million, the Sponsor will forfeit
and surrender a number of Sponsor Shares so that the Sponsor holds 1,250,000 Sponsor Shares; or (iv) greater than $30 million, the Sponsor
will forfeit and surrender a number of Sponsor Shares so that the Sponsor holds 1,500,000 Sponsor Shares. In no event will the Sponsor
hold more than 1,500,000 Sponsor Shares, in each case, excluding the Sponsor PIPE.
Stockholder Support Agreement
On April 11, 2023, the Company, Spectral MD and
Key Company Stockholders (as defined in the Stockholder Support Agreement) entered into a Stockholder Support Agreement (the “Stockholder
Support Agreement”), pursuant to which, among other things each Key Company Stockholder agrees to vote all of such holder’s
shares (a) in favor of the approval and adoption of the Business Combination Agreement, the Mergers, and the other Transactions (including
the amendment to the Amended and Restated Spectral MD Certificate of Incorporation, and Spectral MD’s delisting from AIM) and (b)
against any action, agreement or transaction or proposal that would reasonable be expected to result in a breach of any covenant, representation
or warranty or any other obligation or agreement of Spectral MD under the Business Combination Agreement or that would reasonably be expected
to result in the failure of the Transactions from being consummated.
The foregoing description of the Registration
Rights Agreement, the Sponsor Letter Agreement, and the Stockholder Support Agreement do not purport to be complete and are qualified
in its entirety by the terms and conditions of the agreements filed as Exhibits 10.1, 10.2, and 10.3, respectively, hereto and incorporated
by reference herein.