INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Rosecliff Acquisition Corp I: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of

TO FINANCIAL STATEMENT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and the Board of Directors of

Rosecliff Acquisition Corp I

on the Financial Statement

have audited the accompanying balance sheet of Rosecliff Acquisition Corp I (the "Company") as of February 17, 2021,

and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement

presents fairly, in all material respects, the financial position of the Company as of February 17, 2021, in conformity with accounting

principles generally accepted in the United States of America.

financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion

on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company

in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or

fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose

of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we

express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error

or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement.

We believe that our audit provides a reasonable basis for our opinion.

WithumSmith+Brown, PC

have served as the Company's auditor since 2020.

accompanying notes are an integral part of this financial statement.

NOTES TO FINANCIAL STATEMENT

1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Acquisition Corp I (the "Company") was incorporated in Delaware on November 17, 2020. The Company was formed for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses (the "Business Combination").

Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is

an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage

and emerging growth companies.

of February 17, 2021, the Company had not commenced any operations. All activity for the period from November 17, 2020 (inception)

through February 17, 2021 relates to the Company's formation and the initial public offering ("Initial Public Offering"),

which is described below. The Company will not generate any operating revenues until after the completion of its initial Business

Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds

derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

registration statement for the Company's Initial Public Offering was declared effective on February 11, 2021. On February

17, 2021 the Company consummated the Initial Public Offering of 25,300,000 units (the "Units" and, with respect to

the Class A common stock included in the Units sold, the "Public Shares"), which includes the full exercise by the

underwriter of its over-allotment option in the amount of 3,300,000 Units, at $10.00 per Unit, generating gross proceeds of $253,000,000

which is described in Note 3.

with the closing of the Initial Public Offering, the Company consummated the sale of 4,706,667 warrants (the "Private Placement

Warrants") at a price of $1.50 per Private Placement Warrant in a private placement to Rosecliff Acquisition Sponsor I LLC

(the "Sponsor") generating gross proceeds of $7,060,000, which is described in Note 4.

costs amounted to $14,373,127, consisting of $5,060,000 in cash underwriting fees, $8,855,000 in deferred underwriting fees, and

$458,127 of other offering costs.

the closing of the Initial Public Offering on February 17, 2021, an amount of $253,000,000 ($10.00 per Unit) from the net

proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in

a trust account (the "Trust Account"), located in the United States and will be invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity

of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company

Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier

of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account,

Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public

Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied

generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business

Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses

or assets that together have a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below)

(excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will

only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register

as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). There

is no assurance that the Company will be able to complete a Business Combination successfully.

Company will provide the holders of the outstanding Public Shares (the "Public Stockholders") with the opportunity

to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection

with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as

to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the

Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held

in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account,

net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company's

NOTES TO FINANCIAL STATEMENT

1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (cont.)

Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following

any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the

Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company

does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated

Certificate of Incorporation (the "Certificate of Incorporation"), conduct the redemptions pursuant to the tender

offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior

to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock

exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company

will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender

offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote

its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor

of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting,

and if they do vote, irrespective of whether they vote for or against the proposed transaction.

the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant

to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate

of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined

under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted

from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the

Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in

connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation

(i) to modify the substance or timing of the Company's obligation to allow redemptions in connection with a Business