Spectral MD Holdings, Ltd. completed the acquisition of Rosecliff Acquisition Corp I from Rosecliff Acquisition Sponsor I LLC and others in a reverse merger transaction.
The transaction has been unanimously approved by the Boards of Directors of Spectral and Rosecliff. The letter of intent executed was subject to due diligence and negotiation of definitive agreements. The transaction is subject to approval by Rosecliff stockholders and Spectral MD shareholders, effectiveness of the proxy statement/registration statement on Form S-4, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of approval for listing on the Nasdaq Capital Market of the shares of New Spectral MD common stock, Ancillary Agreements duly executed, duly executed letters of resignation from each director and officer of Rosecliff and the satisfaction or waiver of other customary closing conditions. Existing shareholders of Spectral MD holding greater than 50% of the outstanding shares have signed voting agreements to vote in favor of the transaction. The general meeting of shareholders to approve the transaction is expected to be held in Q3 2023. The transaction is expected to be completed in third quarter of 2023. As of September 7, 2023. All condition has been fulfilled. The transaction was approved by the stockholders of Rosecliff Acquisition. Transaction is expected to close on September 11, 2023. Herbert F. Kozlov, Lynwood Reinhardt and Wendy A. Grasso of Reed Smith LLP is serving as a legal advisor and Stuart Gledhill, Vadim Alexandre and Rob Rees of S.P. Angel Corporate Finance LLP acted as financial advisor to Spectral. Michelle Gasaway and C. Michael Chitwood of Skadden, Arps, Slate, Meagher & Flom LLP is serving as a legal advisor to Rosecliff. Skadden, Arps, Slate, Meagher & Flom LLP acted as due diligence provider to Rosecliff. Continental Stock Transfer & Trust Company acted as transfer agent and Morrow Sodali LLC acted as proxy solicitor to Rosecliff and RCLF will pay that firm a fee of up to $20,000. Cantor Fitzgerald, L.P. and BTIG, LLC served as Spectral AI?s capital markets advisors.
Spectral MD Holdings, Ltd. (AIM:SMD) completed the acquisition of Rosecliff Acquisition Corp I (NasdaqCM:RCLF) from Rosecliff Acquisition Sponsor I LLC and others in a reverse merger transaction on September 11, 2023. The transaction was approved at a General Meeting of the stockholders of Spectral MD Holdings, Ltd. on August 31, 2023 and a special meeting of Rosecliff?s stockholders on September 6, 2023.