| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rosecliff Acquisition Corp I [ MDAI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/11/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/11/2023 | M(1) | 815,000 | A | $0.00 | 815,000 | D(2) | |||
| Common Stock | 09/11/2023 | A(3) | 33,333 | A | $0.00 | 848,333 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 09/11/2023 | M(1) | 815,000 | (4) | (4) | Class A Common Stock | 815,000 | $0.00 | 0(5) | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| Remarks: |
| Mr. Murphy serves on the board of directors of the issuer and serves as its Chief Executive Officer. On the basis of the relationship between the Sponsor and Mr. Murphy, the Sponsor may be deemed a director by deputization with respect to the issuer for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| /s/ Michael Murphy, as the Managing Member of Rosecliff Credit Opportunity Fund I GP, LLC, the General Partner of Rosecliff Credit Opportunity Fund I, L.P. | 09/13/2023 | |
| /s/ Michael Murphy | 09/13/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||