RCLF Rosecliff Acquisition Corporation I

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 8, 2023, Rosecliff Acquisition Corp I (the “Company”) received a letter from The Nasdaq Stock Market (“Nasdaq”) advising that the Company had been granted a previously requested 180-day extension to July 21, 2023, to regain compliance with Rule 5550(a)(4), which requires the Company to hold a minimum of 500,000 publicly held shares. The Listing Qualifications Department of Nasdaq based its determination of an extension on the Company entering into the Business Combination Agreement with Spectral MD Holdings, Ltd. On or before July 21, 2023, the Company must file with the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq a document containing its current total shares outstanding and a beneficial ownership table in accordance with the SEC Proxy Rules. If the Company does not regain compliance by July 21, 2023, Nasdaq will provide written notice that the Company’s securities will be delisted, subject to the Company’s right to ask for an appeal hearing before a Listing Qualifications Panel of Nasdaq.

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s compliance with Nasdaq Capital Market listing requirements, its plan to achieve and sustain compliance with Nasdaq Capital Market listing requirements, any further actions by the Company or Nasdaq related to the foregoing, and the timing and completion of the business combination with Spectral MD Holdings, Ltd. All statements, other than historical facts are forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “predict,” “potential,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negatives of these terms or similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected or implied results. These forward-looking statements are based upon assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherently uncertain.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and the other documents filed by the Company from time to time with the U.S. Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties depend on the Company’s ability to timely enter into and consummate a business combination agreement or otherwise address compliance with the Nasdaq Capital Market listing requirements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. The Company does not give any assurance that it will achieve its expectations.