Form 8-K Filed by Rosecliff Acquisition Corp I

Form 8-K Filed by Rosecliff Acquisition Corp I

LONDON, U.K. AND DALLAS, TX, U.S. – Spectral MD Holdings, Ltd. (AIM: SMD), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, notes the Form 8-K filing (the “Form 8-K”) by Rosecliff Acquisition Corp. I (“Rosecliff”, Nasdaq: RCLF) on July 28, 2023, regarding its delisting from Nasdaq. The Filing is available to view on the U.S. Securities and Exchange Commission (the “SEC”) website here and is reproduced in full below.

On April 11, 2023, Spectral MD announced that it had entered into a business combination agreement to combine with Rosecliff, a special purpose acquisition company listed on Nasdaq (the “Transaction”). The Form 8-K contains an update regarding a notice of delisting received by Rosecliff from the Listing Qualifications Department of The Nasdaq Stock Market LLC, including Rosecliff’s intention to evidence compliance with all applicable criteria for continued listing on Nasdaq. There can be no assurance that the Panel will grant Rosecliff’s request for continued listing or that it will be able to evidence compliance within any extension period that may be granted by the Nasdaq Hearings Panel. The Form 8-K filed by Rosecliff was made to ensure compliance with SEC disclosure requirements in relation to the Transaction. Subsequently, this announcement is being made by the Company to ensure that all publicly available information regarding the Transaction and contained in the Form 8-K is available to the market.

Spectral MD does not anticipate any delay to the Transaction, which is expected to be completed in Q3 2023, subject to, among other things, the approval by Rosecliff stockholders and Spectral MD shareholders and the satisfaction or waiver of other customary closing conditions.

The Company will release further updates in relation to the Transaction as and when appropriate.