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

INDEX TO FINANCIAL STATEMENT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and the Board of Directors of

Rosecliff Acquisition Corp I

Opinion on the Financial Statement

We 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

Restatement of the Financial Statement

As discussed in Note 2 to

the financial statement, the accompanying financial statement as of February 17, 2021 has been restated.

The accompanying financial

statement has been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statement,

if the Company is unable to complete a business combination by February 17, 2023, then the Company will cease all operations except for

the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's

ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statement

does not include any adjustments that might result from the outcome of this uncertainty.

This 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.

We 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.

Our 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

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor since 2020.

February 23, 2021, except for the effects of the restatement discussed

in Note 2 and 10 as to which the date is March 23, 2022.

ROSECLIFF ACQUISITION CORP I

The accompanying notes are an integral part of

this financial statement.

ROSECLIFF ACQUISITION CORP I

NOTES TO FINANCIAL STATEMENT

NOTE 1 - DESCRIPTION OF ORGANIZATION AND

Rosecliff 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").

The 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.

As 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.

The 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.

Simultaneously 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.

Transaction 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.

Following 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,

The 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.

The 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 warrants.

ROSECLIFF ACQUISITION CORP I

NOTES TO FINANCIAL STATEMENT

NOTE 1 - DESCRIPTION OF ORGANIZATION AND

BUSINESS OPERATIONS (cont.)

The 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