4//SEC Filing
Rosecliff Acquisition Sponsor I LLC 4
Accession 0001209191-23-049203
CIK 0001833498other
Filed
Sep 12, 8:00 PM ET
Accepted
Sep 13, 12:44 PM ET
Size
12.8 KB
Accession
0001209191-23-049203
Insider Transaction Report
Form 4
Rosecliff Acquisition Sponsor I LLC
DirectorChief Executive Officer10% Owner
Transactions
- Award
Common Stock
2023-09-11+33,333→ 848,333 total - Exercise/Conversion
Common Stock
2023-09-11+815,000→ 815,000 total - Exercise/Conversion
Class B Common Stock
2023-09-11−815,000→ 0 total→ Class A Common Stock (815,000 underlying)
Murphy Michael Patrick
10% Owner
Transactions
- Award
Common Stock
2023-09-11+33,333→ 848,333 total - Exercise/Conversion
Class B Common Stock
2023-09-11−815,000→ 0 total→ Class A Common Stock (815,000 underlying) - Exercise/Conversion
Common Stock
2023-09-11+815,000→ 815,000 total
Footnotes (5)
- [F1]Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation ("Spectral"), the Issuer consummated its initial business combination (the "Business Combination") on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.
- [F2]Rosecliff Acquisition Sponsor I LLC ("Sponsor") is the record holder of the securities reported herein. Rosecliff Credit Opportunity Fund I, L.P. ("RSO") is the managing member of Sponsor. Rosecliff Credit Opportunity Fund I GP, LLC ("Fund") is the general partner of RSO. Michael Murphy is the managing member of Fund. As a result of the foregoing, Mr. Murphy may be deemed to beneficially own the securities held by Sponsor. Mr. Murphy disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F3]Reflects 33,333 shares of the Issuer's Class A common stock issued by the Issuer to Sponsor in settlement of $310,000 in administrative services fees owed by the Issuer to Sponsor.
- [F4]Shares of the Issuer's Class B common stock were automatically convertible into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and had no expiration date.
- [F5]Pursuant to that certain Sponsor Letter Agreement, dated April 11, 2023, by and among the Issuer, Sponsor and Spectral, Sponsor forfeited 5,380,000 shares of Class B common stock to the Issuer for no consideration immediately prior to the Business Combination.
Documents
Issuer
Rosecliff Acquisition Corp I
CIK 0001833498
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001833497
Filing Metadata
- Form type
- 4
- Filed
- Sep 12, 8:00 PM ET
- Accepted
- Sep 13, 12:44 PM ET
- Size
- 12.8 KB