Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT OF WITHUMSMITH+BROWN, PC - Rosecliff Acquisition Corp I | ea135353ex23-1_rosecliffacq1.htm |
| EX-5.1 - OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP - Rosecliff Acquisition Corp I | ea135353ex5-1_rosecliffacq1.htm |
As filed with the U.S. Securities and Exchange Commission on February 11, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Rosecliff Acquisition Corp I
(Exact name of registrant as specified in its charter)
| Delaware | 6770 | 85-3987148 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
767 5th Avenue 34th Floor
New York, New York 10153
Telephone: (212) 492-3000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Michael Murphy
Chief Executive Officer
c/o Rosecliff Acquisition Corp I
767 5th Avenue 34th Floor
New York, New York 10153
Telephone: (212) 492-3000
(Name,
address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
| P. Michelle Gasaway, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 (213) 687-5000 |
Richard Baumann, Esq. Ellenoff Grossman & Schole LLP |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-252478
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ |
Smaller reporting company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Security Being Registered | Amount Being Registered(2) | Proposed Maximum Offering Price per Security(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee | ||||||||||||
| Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant | 2,300,000 | $ | 10.00 | $ | 23,000,000 | $ | 2,509.33 | |||||||||
| Class A common stock included as part of the units(3) | 2,300,000 | — | — | — | (4) | |||||||||||
| Redeemable warrants included as part of the units(3) | 766,667 | — | — | — | (4) | |||||||||||
| Total | $ | 23,000,000 | $ | 2,509.33 | ||||||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252478). |
| (3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $230,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-252478), which was declared effective by the Securities and Exchange Commission on February 11, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $23,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option. |
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed with respect to the registration of 2,300,000 additional units of Rosecliff Acquisition Corp I, a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock and one-third of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-252478) (the “Prior Registration Statement”), initially filed by the Registrant on January 27, 2021, as amended on February 8, 2021, and declared effective by the Securities and Exchange Commission (the “Commission”) on February 11, 2021. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of February 12, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than February 12, 2021.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-252478) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 11th day of February, 2021.
| ROSECLIFF ACQUISITION CORP I | ||
| By: | /s/ Michael Murphy | |
| Name: | Michael Murphy | |
| Title: | Chief Executive Officer and Director | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Michael Murphy | Chief Executive Officer and Director | February 11, 2021 | ||
| Michael Murphy | (principal executive officer) | |||
| /s/ Kieran Goodwin | Chief Financial Officer (principal financial officer | February 11, 2021 | ||
| Kieran Goodwin | and principal accounting officer) | |||
| /s/ Jordan Zimmerman | President and Director | February 11, 2021 | ||
| Jordan Zimmerman | ||||
| /s/ Brian Radecki | Chairman of the Board of Directors | February 11, 2021 | ||
| Brian Radecki | ||||
| /s/ Frank S. Edmonds, Jr. | Director | February 11, 2021 | ||
| Frank S. Edmonds, Jr. | ||||
| /s/ Heather Bellini | Director | February 11, 2021 | ||
| Heather Bellini |
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