Announcement • Sep 12
Spectral MD Holdings, Ltd. (AIM:SMD) completed the acquisition of Rosecliff Acquisition Corp I (NasdaqCM:RCLF) from Rosecliff Acquisition Sponsor I LLC and others in a reverse merger transaction.
Spectral MD Holdings, Ltd. (AIM:SMD) executed non-binding letter of intent to acquire Rosecliff Acquisition Corp I (NasdaqCM:RCLF) from Rosecliff Acquisition Sponsor I LLC and others in a reverse merger transaction on March 8, 2023. Spectral MD Holdings, Ltd. (AIM:SMD) entered into an agreement to acquire Rosecliff Acquisition Corp I (NasdaqCM:RCLF) from Rosecliff Acquisition Sponsor I LLC and others for $170 million in a reverse merger transaction on April 11, 2023. The proposed transaction values Spectral MD at an estimated enterprise value of $170 million. The aggregate consideration to be paid in Class A common stock of Rosecliff is equal to the quotient of (a) the Spectral Equity Value of $170 million divided by (b) $10. All shares of capital stock of Spectral MD outstanding, other than with respect to Spectral MD options or restricted stock unit awards, as of immediately prior to the effective time of the mergers, will be canceled and automatically converted into the right to receive shares of common stock of New Spectral MD (“ New Spectral MD Common Stock ”). Upon completion of the transaction, the combined company expects to operate under the expected name Spectral AI and to be listed on Nasdaq under the symbol MDAI. Following the completion of the proposed transaction, the combined company will operate under the same management team, led by founder and Chief Executive Officer Wensheng Fan with current Spectral MD shareholders rolling 100% of their equity into the transaction. At the Closing, the company will be renamed to a name substantially similar to Spectral MD, Inc. and is referred to herein as “New Spectral MD". The newly listed entity Spectral AI will maintain its headquarters at the current office of Spectral MD in Dallas, Texas along with current operations in the U.K. and clinical testing in the U.K. and EU. As part of the proposed transaction, Spectral MD intends to cancel the admission of its common stock to trading on the AIM market of the London Stock Exchange.
The transaction has been unanimously approved by the Boards of Directors of Spectral and Rosecliff. The letter of intent executed was subject to due diligence and negotiation of definitive agreements. The transaction is subject to approval by Rosecliff stockholders and Spectral MD shareholders, effectiveness of the proxy statement/registration statement on Form S-4, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of approval for listing on the Nasdaq Capital Market of the shares of New Spectral MD common stock, Ancillary Agreements duly executed, duly executed letters of resignation from each director and officer of Rosecliff and the satisfaction or waiver of other customary closing conditions. Existing shareholders of Spectral MD holding greater than 50% of the outstanding shares have signed voting agreements to vote in favor of the transaction. The general meeting of shareholders to approve the transaction is expected to be held in Q3 2023. The transaction is expected to be completed in third quarter of 2023. As of September 7, 2023. All condition has been fulfilled. The transaction was approved by the stockholders of Rosecliff Acquisition. Transaction is expected to close on September 11, 2023. Herbert F. Kozlov, Lynwood Reinhardt and Wendy A. Grasso of Reed Smith LLP is serving as a legal advisor and Stuart Gledhill, Vadim Alexandre and Rob Rees of S.P. Angel Corporate Finance LLP acted as financial advisor to Spectral. Michelle Gasaway and C. Michael Chitwood of Skadden, Arps, Slate, Meagher & Flom LLP is serving as a legal advisor to Rosecliff. Skadden, Arps, Slate, Meagher & Flom LLP acted as due diligence provider to Rosecliff. Continental Stock Transfer & Trust Company acted as transfer agent and Morrow Sodali LLC acted as proxy solicitor to Rosecliff and RCLF will pay that firm a fee of up to $20,000. Cantor Fitzgerald, L.P. and BTIG, LLC served as Spectral AI’s capital markets advisors.
Spectral MD Holdings, Ltd. (AIM:SMD) completed the acquisition of Rosecliff Acquisition Corp I (NasdaqCM:RCLF) from Rosecliff Acquisition Sponsor I LLC and others in a reverse merger transaction on September 11, 2023. The transaction was approved at a General Meeting of the stockholders of Spectral MD Holdings, Ltd. on August 31, 2023 and a special meeting of Rosecliff’s stockholders on September 6, 2023.
