Full Press Release Details
Rosecliff Acquisition Corp I Announces
Pricing of Upsized $220 Million Initial Public Offering
NEW YORK, Feb. 11, 2021 /PRNewswire/ -- Rosecliff Acquisition
Corp I (the "Company") announced today that it priced its initial public offering of 22,000,000 units at $10.00 per unit.
The units will be listed on The Nasdaq Capital Market ("Nasdaq") and trade under the ticker symbol "RCLFU"
beginning February 12, 2021. Each unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each
whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Only whole
warrants are exercisable. Once the securities comprising the units begin separate trading, the shares of Class A common stock and
redeemable warrants are expected to be listed on Nasdaq under the symbols "RCLF" and "RCLFW," respectively.
The Company is a special purpose acquisition company 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 Company is sponsored by an affiliate of Rosecliff Venture Management, LLC, a diversified
investment management firm based in New York City. The Company's management team is led by Michael Murphy, as Chief Executive Officer,
Kieran Goodwin, as Chief Financial Officer, and Jordan Zimmerman, as President. The Company intends to focus its search on high
growth technology and tech-enabled businesses domestically in industries that are being disrupted by advances in technology and
on technology paradigms.
BTIG, LLC is acting as sole book-running manager for the offering.
The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering
price to cover over-allotments, if any.
The offering is being made only by means of a prospectus. When
available, copies of the prospectus may be obtained from BTIG, LLC, 65 East 55th Street, New York, NY 10022, or emailing a request
The registration statements relating to the securities became
effective on February 11, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering is expected to close on February 17, 2021, subject
to customary closing conditions.
Forward-Looking Statements
This press release contains statements that constitute "forward-looking
statements," including with respect to the proposed initial public offering and search for and/or completion of an initial
business combination. No assurance can be given that the offering will be completed on the terms described, or at all, or that
the Company will complete an initial business combination. Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration
statements and preliminary prospectus for the Company's offering filed with the U.S. Securities and Exchange Commission (the "SEC").
Copies of these documents are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release, except as required by law.