Rosecliff Acquisition Corp. I (RCLF) Shareholders Approve Spectral MD Deal
by Nicholas Alan Clayton on 2023-09-07 at 7:12am

Rosecliff Acquisition Corp. I (NASDAQ:RCLF) announced in an 8-K this morning that its shareholders approved its combination with medtech firm Spectral MD (AIM:SMD) at a special meeting yesterday.

Although all proposals on the ballot were approved by wide margins, an additional 211,136 shares were redeemed in connection with the vote, reducing Rosecliff I’s trust to about $2.6 million with 247,580 public shares outstanding. This leaves Rosecliff I with a final redemption rate of 99% and it did not supplement its trust with additional outside funding.

The parties aimed to deliver proceeds of about $20 million at announcement, but the transaction did not carry a minimum cash condition. However, because this result would mean providing total proceeds under $10 million, Rosecliff I’s sponsor would be expected to reduce its promote shares holdings by -88% to 750,000 under the combination agreement.

Rosecliff I still has plenty of time under its transaction deadline to add funding mechanisms to the deal and this deal’s outside date is September 30. But, the SPAC notes in the filing that it expects to close the deal by September 11, after which the combined company’s shares are to uplist to the Nasdaq under the symbol “MDAI”.

The two sides also modified their 180-day lock-up agreement yesterday. Previously, company shareholders and Rosecliff I’s sponsor were set to have 33.33% of holdings released early if company stock were to trade at or above $12.50 for 20 of 30 trading days and another 50% at a similar $15 hurdle.

Under the changes, all shares are to be released early if the stock hits the $12.50 target for 10 of 30 trading days.

The two sides initially announced their $170 million combination on April 11. Dallas, Texas-based Spectral MD develops technology using predictive analytics and AI algorithms to help clinicians make more accurate and faster treatment decisions.

It reported generating $25.4 million in revenue in 2022 for an EBITDA loss of -$2.8 million. The company also received a $4 million grant from the Medical Technology Enterprise Consortium in April and received positive results in a peer-reviewed study of its DeepView wound care technology in June.

Rosecliff Acquisition Corp. I (RCLF) Shareholders Approve Spectral MD Deal
Recent Posts
by Nicholas Alan Clayton on 2025-07-01 at 7:51pm

Vendome Acquisition Corporation I (NASDAQ:VNMEU) announced the pricing of its $200 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “VNMEU”, Wednesday, July 2, 2025. The new SPAC plans to focus its search on target business in the consumer sector operating in North America, Southeast Asia, and Europe....

by Nicholas Alan Clayton on 2025-07-01 at 7:47pm

Origin Investment Corp. I (NASDAQ:ORIQU) announced the pricing of its $60 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “ORIQU”, Wednesday, July 2, 2025. The new SPAC aims to mount a broad search for a target with a strong management and both revenue and earnings growth potential....

by Nicholas Alan Clayton on 2025-07-01 at 7:19pm

1RT Acquisition Corp. (NASDAQ:ONCHU) announced the pricing of its $150 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “ONCHU”, Wednesday, July 2, 2025. The new SPAC plans to target company in the digital asset ecosystem involved in the creation, storage, exchange or management of such assets, whether...

by Nicholas Alan Clayton on 2025-07-01 at 3:49pm

D. Boral ARC Acquisition II Corp. (NASDAQ:ARBCU) has filed for a $250 million SPAC to give underwriter D. Boral a second in-house SPAC to pursue deals with. The new SPAC offers investors a 1/2 warrant and an initial 18-month time frame to complete a deal. D. Boral II’s sponsor may automatically extend this once by...

by Nicholas Alan Clayton on 2025-07-01 at 11:33am

Ribbon (NASDAQ:RIBB) has entered into a definitive agreement to combine with Japanese biotech firm DRC Medicine at a pro forma equity value of $422 million. Tokyo-based DRC Medicine manufactures reusable anti-bacterial and anti-allergen wearables and aims to go deeper into the medical device and pharmaceutical space. Transaction Overview Ribbon is expected to provide $50.4 million...

logo

Copyright © 2025 SPACInsider, Inc. All Rights Reserved