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.

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