Rosecliff Acquisition I, a blank check company backed by Rosecliff Venture Management targeting technology, raised $220 million by offering 22 million units at $10. The combined company may trade on the either Volta Inc. (NYSE:VLTA), which completed a combination with Tortoise Acquisition Corp. IIin August 2021, announced this morning that it has agreed to be acquired by Shell, a subsidiary of Shell plc (NYSE: SHEL),in an all-cash transaction at $0.86 per share. Rosecliff Acquisition Corp I (NASDAQ: RCLFU) (NASDAQ: RCLF) raised $253 million in an IPO and invests in rapidly growing companies creating disruptive techno. Mr. Radecki also played a major role in acquisitions of Apartments.com in 2014 for $585 million and ApartmentFinder in 2015 for $170 million, which allowed CoStar to successfully enter a new strategic vertical and significantly expanded CoStars total addressable market. Antarctica Capitals new appointees will take the reins with a tighter budget and schedule than their predecessors, however. Mr. Radecki and Mr. Edmonds will meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act but Mr. Murphy will not meet such standards. Highly respected within the advertising world, Mr. Zimmerman is often asked to address industry groups and participate in panel discussions across the country. Our goal is to invest and help grow these exceptional companies. We intend to appoint one additional independent director to our audit committee to replace Mr. Murphy within one year following this offering pursuant to the Nasdaq phase-in provisions for initial public offerings. The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc. 2023, Nasdaq, Inc. All Rights Reserved. We believe that the Rosecliff platform, coupled with the collective expertise of our management team will give us a competitive advantage in pursuing a broad range of opportunities across many industries. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have two independent directors as defined in the Nasdaq listing rules and applicable SEC rules prior to completion of this offering. Subject to phase-in rules, the Nasdaq listing rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the Nasdaq listing rules require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. See a problem? As Head of Trading, Mr. Goodwin was responsible for managing King Streets twenty traders. Get your FREE TRIAL now. The company is led by CEO and Director Michael Murphy, the founder and Managing Partner of Rosecliff Venture Management; President and Director Jordan Zimmerman, the founder and Chairman of Zimmerman Advertising; and CFO Kieran Goodwin, the founder and former Co-Managing Partner and Portfolio Manager of Panning Capital Management. We will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firms qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; 117 Table of Contents reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; setting clear hiring policies for employees or former employees of the independent registered public accounting firm; setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firms internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and reviewing with management, the independent registered public accounting, https://www.sec.gov/Archives/edgar/data/1833498/000121390022047466/f10q0622_rosecliffacq1.htm, https://www.sec.gov/Archives/edgar/data/1833498/000121390022026472/f10q0322_rosecliffacq1.htm, https://www.sec.gov/Archives/edgar/data/1833498/000121390022016396/f10k2021_rosecliffacq1.htm, https://www.sec.gov/Archives/edgar/data/1833498/000121390022014649/ea157112-8ka_rosecliff.htm, https://www.sec.gov/Archives/edgar/data/1833498/000121390022011959/ea156788-8k_roseacq1.htm, 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From 2002 to 2012, Mr. Edmonds was a Senior Research Analyst at King Street, where he served as one of five partners and four 115 Table of Contents members of the Global Investment Committee. He is currently the Chair of the Investment Committee at Woodberry Forest School. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Panning was a long/short credit hedge fund with a peak AUM of $2.5 billion during 114 Table of Contents Mr. Goodwins tenure. Each unit will consist of one share of common stock and one-third of a warrant, exercisable at $11.50. $RCLF SEC Form PRER14A filed by Rosecliff Acquisition Corp I Roman delivers E.D. Allbirds to Sell Wool and Tree-Based Workout Clothes, Taking on Nike and Lululemon. Rosecliff has a total of $700M assets under management as of April 2020. Rosecliff Acquisition I, a blank check company backed by Rosecliff Venture Management targeting technology, raised $220 million by offering 22 million units at $10. https://quantisnow.com/i/3839527?utm_source=stocktwits Mr. Radecki earned a Bachelor of Science from University of New York at Buffalo, with a dual degree in Accounting and Finance. While at CoStar, Mr. Radecki oversaw or played a major role in CoStars accounting and finance operations in the U.S. and U.K. from internal audit, tax and budgeting to SEC reporting, Sarbanes-Oxley compliance and due diligence. fasthouse yz250 graphics; mining contribution to gdp by country; koenigsegg agera rs list Rosecliff I plans to list on the Nasdaq under RCLF.U. we don't talk about bruno tiktok first time. Outside of work, Mr. Zimmerman is an author, a philanthropist, a Horatio Alger Award recipient and a Golden Circle Member of the National Multiple Sclerosis Society. At the time, I thought to myselfOrganic Juice? The SPAC is interested in targets involved in cutting-edge media, entertainment and digital technology. Murphy understands SPACs quite well late last year Rosecliff Acquisition I, a SPAC backed by Murphy's Rosecliff Venture. The deal is expected to close in the first half of 2022. 45 seconds delayed. This offering is expected to close on Wednesday, February 17. . The shared optimism in the room was extremely refreshing. ", "Rosecliff Ventures Leads $1.5m Investment Round In EdTech Startup,YellowDig", "Will Facebook Be the First Trillion DollarCompany? In the past, he was the Founder of a wealth management firm, hedge fund and multiple commercial real estate portfolios. $RCLF SEC Form DEF 14A filed by Rosecliff Acquisition Corp I Renaissance Capital's Renaissance IPO ETF (symbol: IPO), Renaissance International ETF (symbol: IPOS), or separately managed institutional accounts may have investments in securities of companies mentioned. We have five funds, and our latest fund size is $175M. Zimmerman Advertising has worked with highly recognizable and successful businesses in the consumer sector, such as Nissan, McDonalds, Dunkin Donuts, Five Below, Party City, Kay Jewelers, AutoNation, Michaels, Advance America, TBC/Tire Kingdom, Office Depot, and Carfax. https://newsfilter.io/a/8518e2700092914fed3e9ffbdb688c88, Our directors, director nominees and officers are as follows: Executive Officers Michael Murphy has served as our Chief Executive Officer and a member of our Board of Directors since our inception. Because, Global Partner II also disclosed Rosecliff Acquisition Corp I (RCLF) Terminates Gett Deal, The Latest SPAC News and Rumors: January 18, 2023, Ross Acquisition Corp. II (ROSS) to Combine with APRINOIA Therapeutics in $319M Deal, Volta Inc. (VLTA) to Be Acquired by Shell USA for $0.86 Per Share, Ares Acquisition Corporation (AAC) Pushes Extension Vote to Feb. 2, Global Partner Acquisition Corp. II (GPAC) Transfers Sponsor Control. The information disclosed in Item 5.07 of this Current Report on Form 8-K under the headings Proposal 1 and .. At Rosecliff, we are looking to help innovative startups change the world and make it a better place for future generations. Read more. These symbols will be available throughout the site during your session. Rosecliff Ventures Leads $1.5m Investment Round In EdTech Startup, YellowDig. [], "Portfolio Company, RTS Lands the Google NYCHQ", "Mike Murphy and Family Join Maria Bartiromo on FoxBusiness", "Will Trump Victory Boost Small BusinessOptimism? Named The Worlds Most Comfortable Shoe by TIME Magazine, Allbirds shoes are soft, lightweight, breathable, and fit your every move. New tech-focused SPAc Roscliff Acquisition I filed with the SEC to offer 20 million units at $10 each to raise $200 million in an IPO. Rosecliff Acquisition I plans to list on the Nasdaq under the symbol RCLFU. BTIG is the sole bookrunner on the deal. We believe that Educational Technology has a large market with tremendous growth potential. Prior to our initial business combination, holders of our founder shares will have the right to elect all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the election of directors during such time. [], On Friday the Fox Business team gave me the special opportunity to bring my wife and kids on the set of Mornings with Maria. My two sons, Mason and Dylan, joined the show and went for a test drive on this years hot, new electric cars. Rosecliff is a diversified investment management firm based in New York City. The company was incorporated in 2020 and is based in New York, New York. We intend to focus our efforts on identifying high-growth technology and tech-enabled businesses domestically in industries that are being disrupted by advances in technology and on technology paradigms. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of a majority of at least 90% of the issued and outstanding shares of our common stock voting at a stockholder meeting. Each unit will consist of one share of common stock and one-third of a warrant, exercisable at $11.50. However, these market conditions also coincide with this deal possibly being the first SPAC casualty of the Russia-Ukraine war. Rosecliff Acquisition Corp I (NASDAQ:RCLF) announced this morning that it has mutually terminated its combination with ground transport management company Gett after a review of market conditions. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Rosecliff Acquisition I, a blank check company backed by Rosecliff Venture Management targeting technology, filed on Wednesday with the SEC to raise up to $200 million in an initial public offering. 116 Table of Contents After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Mr. Radecki currently serves as the Founder, Chief Executive Officer and member of the Board of Directors of Rapa Therapeutics (Rapa), a clinical stage start-up biotechnology company, spun out of the National Cancer Institute in September 2017. Progress Acquisition priced its IPO of 12.5 million units at $10 each to raise $125 million. Copy and paste multiple symbols separated by spaces. After working approximately 20 years at public companies, Mr. Radecki retired in 2016 from CoStar Group Inc. (CoStar) (NASDAQ: CSGP), a provider of commercial real estate information, analytics and online marketplaces, where he held several senior operational and financial roles over 18 years, including Executive Vice President, Chief Financial Officer and VP of Research Operations (the Companys largest operating area). They will begin service on March 1st 2017 and focus on diverting food waste and recycling from the landfill. We believe that Mr. Edmonds significant investment experience, contacts and relationships make him well qualified to serve as a member of our board of directors. GETT is a corporate Ground Transportation Management (GTM) platform. Let us know. We will seek to invest predominately in venture and growth equity opportunities. Tailwind in its initial S-1 filing has said it will target international consumer internet and other high-growth technology companies in international markets, with a focus on the European market. 2023 Renaissance Capital LLC. Rosecliff Acquisition I plans to list on the Nasdaq under the symbol RCLFU. Juice Press Partners with Super Bowl Champion Russell Wilson to Open First West CoastStore. Those who know me know that family is [], PLEASE CLICK HERE TO WATCH VIDEO Today I had the great pleasure of joining the panel on Fox Business Mornings with Maria. Each consists of one share of Class A common stock and one-third of one redeemable warrant. Description. Previously, Mr. Radecki was an early investor in, and served on the board of directors of, Rain King Software, Inc., a leading sales and marketing intelligence platform, when it was acquired in August 2017 by Zoom Info (NASDAQ: ZI) (formerly DiscoverOrg); Docutech, a document, eSign, eClosing and compliance technology provider, when it was acquired by First American (NYSE: FAF) for $350 million in March 2020; and Optimal Blue, a digital marketplace in the residential mortgage industry, which was recently acquired by Black Knight, Inc. (NYSE: BKI). We took part in co-leading the funding round with QB1 Ventures, a venture capital firm led by Alex and Henry Swieca. Read more. Important Disclosures Dave Calhoun, the Global Head of Private Equity at Blackstone and Bob Nardelli, the former [], http://video.foxbusiness.com/v/5116766044001/facebook-on-track-to-be-first-1t-company/?#sp=show-clips Yesterday I was on Fox Business and I had the chance to talk about technology companies and how they are changing the way we live our daily lives. Mr. Radecki was instrumental in building CoStar from a small pre-IPO start-up to a multi-billion dollar public company. Mr. Radecki is currently an investor and director on the board of Wheels Up. 45 seconds delayed. When the symbol you want to add appears, add it to My Quotes by selecting it and pressing Enter/Return. Officer and Director Compensation None of our directors or officers has received directly from us any cash compensation for services rendered to us. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. BTIG acted as a lead manager on the deal. Prior to King Street, Mr. Edmonds was a research analyst at Oak Hill Advisors. Samantha Lee/Insider Special purpose acquisition companies, or SPACs, have a limited pool of businesses to buy. Create your Watchlist to save your favorite quotes on Nasdaq.com. Additionally, Mr. Radecki helped lead CoStars 1998 initial public offering, multiple follow on equity offerings and international expansion, as well as leading several acquisitions and the integration of public companies, including Comps.com (NASDAQ: CDOT) in 2000 for $102 million, and LoopNet (NASDAQ: LOOP) in 2012 for $860 million. The article Tech SPAC Rosecliff Acquisition I prices upsized $220 million IPO originally appeared on IPO investment manager Renaissance Capital's web site renaissancecapital.com.Investment Disclosure: The information and opinions expressed herein were prepared by Renaissance Capital's research analysts and do not constitute an offer to buy or sell any security. Mr. Zimmerman was appointed by the Governor of Florida for a second term to sit on the Board of Trustees at the University of South Florida where he has served as the Chairman of the Board since 2019. YellowDig, is a social collaboration tool that brings knowledge . The firm seeks to invest in companies operating in the financial services, healthcare, information technology, software, and consumer products and services sectors. Rosecliff Acquisition Corp I is a newly incorporated blank check 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. degrees from the University of Virginia. We believe Mr. Zimmermans entrepreneurial and senior leadership experience as well as his broad network makes him well qualified to serve on our board of directors. Billion Dollar Company? $RCLF SEC Form SC 13G filed by Rosecliff Acquisition Corp I Each unit will consist of one share of common stock and one-third of a warrant, exercisable at $11.50. It filed confidentially on December 23, 2020. With the belief that existing programs within the industry are antiquated, Wheels Up was founded by Bill Allard and current CEO Kenny Dichter to bring the best parts of private aviation to a new group of consumers. GETT - Category Leading, Corporate Ground Transportation Management Platform to List on NASDAQ Through Merger with Rosecliff Acquisition Corp. R osecliff Acquisition I, a blank check company backed by Rosecliff Venture Management targeting technology, filed on Wednesday with the SEC to raise up to $200 million in an initial public. Outsmart the market with Smart Portfolio analytical tools powered by TipRanks. [], Just six years ago, Juice Press was nothing but an interesting idea. Posted August 15 in Press. Rosecliff Ventures Leads $1.5m Investment Round In EdTech Startup,YellowDig. . Rosecliff I, a Tech SPAC, Files for $200M IPO, HPX Borrows $410K From Sponsor as it Works on Ambipar Deal, Giant Oak Acquisition Chops Deal Size in Half Ahead of $100M IPO, Jack Creek Investment Sidelines Bridger Vote to Propose 1-Month Extension, Instead, CC Neuberger III Files Proxy for Merger Extension, Deal-Needy SPAC Sponsors Flock to Tiny Tie-Ups as Clock Ticks, SEC Plans to Finalize Two Dozen Rules in 2023, SPAC Defenders Fear Professors Victory Means Lawsuit Gold Rush, OCA AcquisitionRedemptions Hit 76% Ahead of Tomorrows Extension Vote, Novus Capital II Rolls Another $50M into Energy Vault PIPE, Tailwind International Acquisition Prices Upsized $300M IPO. Each whole warrant entitles Since then, Rosecliff sponsor has made over 80 investments, raised over $800million in assets under management, launched seven investment funds and experienced multiple portfolio company exits, according to the S-1 filing. The opportunity is available to a select number of applicants. Will Trump Victory Boost Small BusinessOptimism? Director Independence Nasdaq listing rules require that a majority of our board of directors be independent within one year of our initial public offering. The deal is expected to close in the first half of 2022. The SPAC initially listed in February 2021 with a mandate to seek out a well-managed technology target with the potential to generate sustainable free cash flow. Stay informed daily on the latest SPAC news. He is an investor in many early-stage companies and currently serves on the board of directors of Tradewell Technologies Inc. and Zoomi Inc. Additionally, he serves on the board of directors Voya Prime Rate Trust, a public closed-end loan fund. Rosecliff Acquisition I, a blank check company backed by Rosecliff Venture Management targeting technology, filed on Wednesday with the SEC to raise up to $200 million in an initial public offering. The members of our audit committee will be Brian Radecki, Frank S. Edmonds and Michael Murphy. Mr. Goodwin previously was a Managing Director at both UBS and Merrill Lynch, where he ran proprietary trading books. The firm. PO Box 122Syosset, NY 11791(516) 876-8006team@dealflowevents.com. Most men dont want to consult their doctor about the symptoms of Erectile Dysfunction. Stay informed daily on the latest SPAC news. The SPAC in the filing said it will pursue "high growth technology and tech-enabled businesses domestically in industries that are being disrupted by advances in technology and on technology paradigms." The company is led by CEO and Director Michael Murphy, the founder and Managing Partner of Rosecliff Venture Management; President and Director Jordan Zimmerman, the founder and Chairman of Zimmerman Advertising; and CFO Kieran Goodwin, the founder and former Co-Managing Partner and Portfolio Manager of Panning Capital Management. Chairman Carl Vogel currently serves as an industry advisor to Kohlberg Kravis Roberts & Kieran Goodwin has served as our Chief Financial Officer since our inception. Written by I remember when my good friends Kenny Dichter & Mark Teixeira who are also early stage investors in Juice Press, approached me with the opportunity to help JP raise capital. Renaissance Capital for I will keep the application window open for 2-3 weeks, then start with the interviewprocess. Find Related Places. The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc. 2023, Nasdaq, Inc. All Rights Reserved. NYU [], Two times a year, Iwill open a small window to hire new, incoming analysts to join our investment team. in History/American Studies and joint M.B.A. / J.D. Before joining CoStar, Mr. Radecki worked at Axent Technologies, Inc. (Nasdaq: AXNT), an international security software company; Azerty, Inc. and the public accounting firm, Lumsden & McCormick, LLP, both based in Buffalo, NY. Currently, Mr. Murphy is a regular contributor on Fox Network and makes appearances each week on Varney & Co, Mornings with Maria & Cavuto. Founded in 2016, Rosecliff Venture Partners is a venture capital firm based in New York, New York. Mr. Zimmerman trademarked his advertising strategy, Brandtailing, a maverick combination of long-term brand building and short-term sales boosting that delivers measurable results.
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