Rosecliff Acquisition Corp I enters into business combination agreement with Spectral MD Holdings

Spectral AI, Inc.

Spectral MD will merge into the SPAC; combined entity to be named Spectral MD, Inc.
Sponsor agrees to vote in favor, forfeit private placement warrants, and retain certain shares based on closing cash thresholds.
Closing conditions include stockholder approvals, HSR waiting period, Nasdaq listing, and no material adverse effect.
Key Company Stockholders sign support agreement to vote in favor of the transaction.
Sponsor letter agreement includes restrictions on share transfers for 180 days post-closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

Spectral AI, Inc. entered into Business Combination Agreement with Rosecliff Acquisition Corp I, Spectral MD Holdings, Ltd., Ghost Merger Sub I Inc., Ghost Merger Sub II LLC (effective 2023-04-11).

Action: entry
Agreement: merger
Counterparty: Rosecliff Acquisition Corp I, Spectral MD Holdings, Ltd., Ghost Merger Sub I Inc., Ghost Merger Sub II LLC
Effective: 2023-04-11

Exact text from the filing

On April 11, 2023, the Company entered into a Business Combination Agreement (the “ Business Combination Agreement ”), by and among the Company, Spectral MD Holdings, Ltd., a Delaware corporation (“ Spectral MD ”), Ghost Merger Sub I Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“ Merger Sub I ”), and Ghost Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“ Merger Sub II ”).

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Source: SEC EDGAR

accession 0001140361-23-018567

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