SEC Comment Letter 0000000000-22-012564 to Spectral AI, Inc. (MDAI)
Spectral AI, Inc.
Date: Nov. 18, 2022 · CIK: 0001833498 · Accession: 0000000000-22-012564
AI Filing Summary & Sentiment
File numbers found in text: 001-40058
Letter
United States securities and exchange commission logo November 18, 2022 Michael P. Murphy Chief Executive Officer Rosecliff Acquisition Corp I 767 5th Avenue 34th Floor New York, New York 10153 Re:Rosecliff Acquisition Corp I Preliminary Proxy Statement on Schedule 14A Filed November 9, 2022 File No. 001-40058 Dear Michael P. Murphy: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed November 9, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameMichael P. Murphy Comapany NameRosecliff Acquisition Corp I November 18, 2022 Page 2 FirstName LastName Michael P. Murphy Rosecliff Acquisition Corp I November 18, 2022 Page 2 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Benjamin Holt at 202-551-6614 or Brigitte Lippmann at 202-551- 3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: P. Michelle Gasaway
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United States securities and exchange commission logo
November 18, 2022
Michael P. Murphy
Chief Executive Officer
Rosecliff Acquisition Corp I
767 5th Avenue 34th Floor
New York, New York 10153
Re:Rosecliff Acquisition Corp I
Preliminary Proxy Statement on Schedule 14A
Filed November 9, 2022
File No. 001-40058
Dear Michael P. Murphy:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 9, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameMichael P. Murphy
Comapany NameRosecliff Acquisition Corp I
November 18, 2022 Page 2
FirstName LastName
Michael P. Murphy
Rosecliff Acquisition Corp I
November 18, 2022
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Benjamin Holt at 202-551-6614 or Brigitte Lippmann at 202-551-
3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: P. Michelle Gasaway