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ROSECLIFF ACQU(RCLF) - 2023 Q1 - Quarterly Report
RCLFROSECLIFF ACQU(RCLF)2023-05-12 20:07

Nasdaq Compliance - The Company received a notice from Nasdaq on January 22, 2023, indicating non-compliance with Listing Rule 5550(a)(4) due to failing to meet the minimum requirement of 500,000 publicly held shares[151]. - On March 9, 2023, the Company submitted a compliance plan to Nasdaq, which was accepted on May 8, 2023[151]. - The Company received another notice on April 3, 2023, for failing to meet the minimum 35millionMarketValueofListedSecurities(MVLS)requirement[152].−TheCompanyhasuntilOctober2,2023,toregaincompliancewiththeNasdaqMVLSlistingrequirement[152].BusinessCombination−TheBusinessCombinationAgreementwithSpectralMDwasenteredintoonApril11,2023,involvingamergerwhereSpectralMDwillbecomeawhollyownedsubsidiaryoftheCompany[153].−TheBusinessCombinationissubjecttocustomaryclosingconditions,includingstockholderapprovalsandregulatoryclearances[155].−TheCompanywillberenamedtoNewSpectralMDfollowingthecompletionofthemergers[158].−TheBusinessCombinationAgreementincludescovenantsrequiringbothpartiestoconducttheirbusinessesintheordinarycourseuntilclosing[157].−TheSponsoragreedtovoteinfavoroftheBusinessCombinationandnottoredeemanyofitsequitysecurities[164].−TheBusinessCombinationAgreementmaybeterminatedundercertainconditions,includingfailuretomeetclosingconditionsorregulatoryissues[160].FinancialPerformance−ForthethreemonthsendedMarch31,2023,thecompanyreportedanetlossof35 million Market Value of Listed Securities (MVLS) requirement[152]. - The Company has until October 2, 2023, to regain compliance with the Nasdaq MVLS listing requirement[152]. Business Combination - The Business Combination Agreement with Spectral MD was entered into on April 11, 2023, involving a merger where Spectral MD will become a wholly owned subsidiary of the Company[153]. - The Business Combination is subject to customary closing conditions, including stockholder approvals and regulatory clearances[155]. - The Company will be renamed to New Spectral MD following the completion of the mergers[158]. - The Business Combination Agreement includes covenants requiring both parties to conduct their businesses in the ordinary course until closing[157]. - The Sponsor agreed to vote in favor of the Business Combination and not to redeem any of its equity securities[164]. - The Business Combination Agreement may be terminated under certain conditions, including failure to meet closing conditions or regulatory issues[160]. Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of 1,282,098, which includes a change in fair value of warrant liabilities of 788,400andoperatingcostsof788,400 and operating costs of 527,382[168]. - As of March 31, 2023, the company had U.S. Treasury Funds held in the Trust Account amounting to 4,666,884,whichconsistsoffixedincomesecurities[174].−Thecompanygeneratedgrossproceedsof4,666,884, which consists of fixed income securities[174]. - The company generated gross proceeds of 253,000,000 from the Initial Public Offering of 25,300,000 Units at 10.00perUnitonFebruary17,2021[171].−Thecompanyincurredcashusedinoperatingactivitiesof10.00 per Unit on February 17, 2021[171]. - The company incurred cash used in operating activities of 243,197 for the three months ended March 31, 2023[172]. - As of March 31, 2023, the company had a working capital deficit of 3,287,624[175].−ThecompanyintendstousesubstantiallyallfundsheldintheTrustAccounttocompleteitsBusinessCombination[174].−Thecompanyhasnolong−termdebtorcapitalleaseobligations,withamonthlyfeeof3,287,624[175]. - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination[174]. - The company has no long-term debt or capital lease obligations, with a monthly fee of 10,000 for office space and support services[181]. - The company has until the Expiration Date to consummate a Business Combination, raising substantial doubt about its ability to continue as a going concern[177]. - The company recognized 8,433,333 Public Warrants and 4,706,667 Private Placement Warrants as liabilities at fair value[185]. - The underwriters are entitled to a deferred fee of 0.35perUnit,totaling0.35 per Unit, totaling 8,855,000, payable only if the company completes a Business Combination[182]. - No quantitative and qualitative disclosures about market risk are required for smaller reporting companies[191].