CORRESP 1 filename1.htm

 

ROSECLIFF ACQUISITION CORP I

767 5th Avenue, 34th Floor

New York, New York 10153

(212) 492-3000

 

August 11, 2023

 

VIA EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

 

Attn: Michael Fay
  Terence O’Brien
  Benjamin Richie
  Margaret Schwartz
   
RE: Rosecliff Acquisition Corp I (the “Company”)
  Registration Statement on Form S-4
  File No. 333-271566

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-4 (File No. 333-271566) be accelerated by the Securities and Exchange Commission to 5:00 p.m. New York time on August 11, 2023, or as soon as practicable thereafter.

 

We request that we be notified of such effectiveness by a telephone call to P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 687-5122 and that such effectiveness also be confirmed in writing.

 

 

  Very truly yours,
     
  Rosecliff Acquisition Corp I
     
  By: /s/ Michael P. Murphy
  Name: Michael P. Murphy
  Title: Chief Executive Officer

 

cc: P. Michelle Gasaway
  Skadden, Arps, Slate, Meagher & Flom LLP
   
cc: Sean Coburn
  Skadden, Arps, Slate, Meagher & Flom LLP