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United States securities and exchange commission logo
May 26, 2023
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
Registration Statement on Form S-4
Filed May 2, 2023
File No. 333-271566
Dear Michael P. Murphy:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4, Filed May 2, 2023
Questions and Answers
Does the RCLF Board Have Interests in the Business Combination that Differ..., page 14
1.We note that you state that "the RCLF Board was aware of and considered these interests,
among other matters, in approving the Business Combination Agreement and the Business
Combination and in determining to recommend that the Business Combination Agreement
and Business Combination be approved by the RCLF stockholders."  Please revise to
clarify how the Board considered those conflicts in negotiating and recommending the
business combination.
2.On page 16 you state that "RCLF’s officers and directors and their affiliates are entitled to
reimbursement of out-of-pocket expenses incurred by them in connection with certain

 FirstName LastNameMichael P. Murphy
 Comapany NameRosecliff Acquisition Corp I
 May 26, 2023 Page 2
 FirstName LastName
Michael P. Murphy
Rosecliff Acquisition Corp I
May 26, 2023
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activities on RCLF’s behalf."  Please revise to state the current value of out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company’s officers and directors, if material.
Summary, page 24
3.We note your statement on page 27 that Spectral is "nearing commercialization for its
DeepView System."  Please revise to state that approval or clearance from the FDA and
comparable regulatory bodies may never be obtained.
4.We note the placeholders on page 26 for the organizational structure before and after the
transaction.  Ensure you include charts that show the potential impact of redemptions on
the per share value of the shares owned by non-redeeming shareholders by including a
sensitivity analysis showing a range of redemption scenarios, including minimum,
maximum and interim redemption levels.
5.We note that under the table on page 39 it says that "[t]he levels of ownership interest
described in the table above assume: (a) each RCLF public stockholder exercises
redemption rights with respect to its shares for a pro rata portion of the funds in RCLF’s
trust account…."  However, footnote (1) to the table says "[a]ssumes no redemptions by
RCLF Public stockholders."  Please reconcile these statements or advise.
Summary Risk Factors, page 41
6.Please limit your summary of risk factors to no more than two pages.  Refer to Item 105 of
Regulation S-K.
Risk Factors, page 50
7.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person.  Please also tell us
whether anyone or any entity associated with or otherwise involved in the transaction, is,
is controlled by, or has substantial ties with a non-U.S. person.  If so, please revise your
filing to 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
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.  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 in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.

 FirstName LastNameMichael P. Murphy
 Comapany NameRosecliff Acquisition Corp I
 May 26, 2023 Page 3
 FirstName LastName
Michael P. Murphy
Rosecliff Acquisition Corp I
May 26, 2023
Page 3
The Proposed Charter will provide that the Court of Chancery of the State of Delaware..., page
104
8.We note your risk factors and discussions relating to the company's exclusive forum
provision.  Please revise throughout when discussing this provision to include the risk that
costs to investors to bring a claim within the forum may be increased.
Unaudited Pro Forma Condensed Combined Financial Information, page 113
9.Please clarify whether the 17,458,716 shares assuming maximum redemptions on pages
117 and 120 is correct or whether the amounts should be 17,000,000 shares.  In addition,
please clarify whether the total shares outstanding in the table on page 115 under both
scenarios should include the Class B shares in the amount of 750,000.
10.Please revise your disclosure to include a tabular calculation of the net tangible assets
under both the no additional redemptions and maximum redemptions scenarios.  Also
describe any impact to this business combination if the net tangible assets are below
$5,000,001.
Information about RCLF, page 147
11.We note that Article VIII of the Second Amended and Restated Certificate of
Incorporation of Rosecliff Acquisition Corp I provides that the Court of Chancery of the
State of Delaware is the exclusive forum for most types of claims.  It also reads that
"[u]nless the Corporation consents in writing to the selection of an alternative forum, the
federal district courts of the United States of America shall, to the fullest extent permitted
by applicable law, be the exclusive forum for the resolution of any complaint asserting a
cause of action arising under the Securities Act….  Notwithstanding the foregoing, the
foregoing provisions of this Article VIII shall not apply to claims seeking to enforce any
liability or duty created by the Exchange Act, or any other claim for which the U.S.
federal courts have exclusive jurisdiction."  However, on page 282 there is no mention of
whether the general provision requiring the Court of Chancery of the State of Delaware as
the exclusive forum applies to any complaint asserting a cause of action arising under the
Securities Act and on page 277 there is no mention of whether that provision applies to
any complaint asserting a cause of action arising under the Securities Act or Exchange
Act.  Please conform your descriptions of the exclusive forum provision in the proxy
statement/prospectus to Article VIII ofthe Second Amended and Restated Certificate of
Incorporation of Rosecliff Acquisition Corp I.
Management of RCLF
Conflicts of Interest, page 156
12.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.

 FirstName LastNameMichael P. Murphy
 Comapany NameRosecliff Acquisition Corp I
 May 26, 2023 Page 4
 FirstName LastName
Michael P. Murphy
Rosecliff Acquisition Corp I
May 26, 2023
Page 4
RCLF Management's Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations, page 161
13.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  We also note on page 161 that you anticipate the deferred fee payable to the
underwriters will be waived prior to the completion of the business combination.
Revise to disclose the effective underwriting fee on a percentage basis for shares at each
redemption level presented in your sensitivity analysis related to dilution assuming the
underwriting fee remains payable.  Please also disclose under what circumstances the
underwriting fee may be waived.
Information About Spectral
Overview, page 165
14.We note that you maintain a "proprietary database of more than 263 billion pixels" and
that elsewhere, such as in your summary on page 27, you refer to the pixels as "data
points."  We further note that "DeepView’s proprietary optics can extract millions of data
points or AI model features from [a] raw image."  Please revise to explain, earlier in the
document, that the "data points" are pixels within an image and that a single image may
contain millions of pixels or "data points," if true.
15.You discuss, here and throughout, "current physician accuracy," "published literature,"
and general physician practice techniques and preferences.  Please revise to provide
disclosure supporting the underlying data or practices discussed, specifying whether each
of your comparison statements are from head-to-head trials.  We note that you disclose
that at least some are from head-to-head trials.  You further compare these references to
the accuracy and time saving ability of your DeepView systems.  For example, we note
your statement on page 165: "DeepView’s current accuracy for burn wounds is 92% for
adults and 88% for pediatrics, compared with current physician accuracy of 50% to 70%,
respectively, at best."  We also note your statement on page 179 where you state that your
device "produce[s] reliable and reasonable assessment[s] for clinicians...."  Please revise
these and all similar statements in your proxy statement/prospectus that state or imply that
your device in development is effective as these determinations are solely within the
authority of the FDA and comparable regulatory bodies.  We do not object to the
presentation of objective data resulting from your trials without conclusions related to
efficacy.
16.You state that you plan to "further the DeepView System design, develop the AI
algorithm, and take the necessary steps to obtain FDA approval for [y]our DeepView
GEN 3 System."  Here, and throughout the document when referring to future regulatory
approvals, please include a statement acknowledging that FDA, or other regulatory
agency, foreign or domestic, approval is not guaranteed and may take longer than
planned.  This includes editing figure 2 on page 170 and removing the FDA clearance date
of 2025 from the table on page 174.  To the extent the data shown in figure 2 on page 170

 FirstName LastNameMichael P. Murphy
 Comapany NameRosecliff Acquisition Corp I
 May 26, 2023 Page 5
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Michael P. Murphy
Rosecliff Acquisition Corp I
May 26, 2023
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are only the milestones under your BARDA contract, revise to clarify this in the chart.
Further, when discussing future validation or clinical studies, as on page 168, please
balance the disclosure by stating that the results of such studies are not guaranteed.
17.Please revise your disclosure, here and throughout, to balance your prominent discussions
of your device's competitive strengths with a discussion of the challenges you face in
developing AI capabilities, corporate growth, and distribution capabilities and
partnerships.
18.Please expand your disclosure to disclose more information regarding the material terms
of the grants from the Biomedical Advanced Research and Development Authority
("BARDA") and the Defense Health Agency ("DHA"), such as any conditions on funding,
obligations under the grants, the intellectual property rights of each party, and
the "contract milestones and decision gates" mentioned on page 51.  Please file as exhibits
any material written agreements with the entity that awarded the grants pursuant to Item
601(b)(10) of Regulation S-K.
19.We note on page 166 you state that you received 510(k) clearance from the FDA for
previous versions of your device and on page 167 that you are seeking de novo approval
for the current version of your device.  Please revise here to explain the difference
between seeking 510(k) clearance and de novo classification, including in terms of
support required for the submission or request and the timeline for each.
Business Focus and Milestones, page 170
20.Please tell us why you believe that the DeepView Snapshot, DeepView AI-3D and
"Horizon" programs in the timeline table on page 170 are material enough to be included,
especially considering the early stage of such programs and the lack of disclosure
regarding these programs.
DeepView Development Program, page 174
21.We note that your disclosure, in this section and elsewhere, contains relevant but highly
technical terms, describing medical processes.  Please revise, as necessary, to define,
explain, or otherwise clarify your disclosure regarding the DeepView system and its
capabilities.  For example, please describe the difference between
Photoplethysmography (PPG) and Multi-Spectral Imaging (MSI).
Significant Wound Data Repository from Artificial Neural Network, page 179
22.We note that you have "strategic partnerships with various leading medical institutions
and healthcare providers in the United States and Europe...."  Please revise to specify the
parties and material terms of such partnerships and file these agreements as exhibits
pursuant to Item 601(b)(10) of Regulation S-K or explain to us why these agreements are
not material.

 FirstName LastNameMichael P. Murphy
 Comapany NameRosecliff Acquisition Corp I
 May 26, 2023 Page 6
 FirstName LastName
Michael P. Murphy
Rosecliff Acquisition Corp I
May 26, 2023
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Intellectual Property, page 184
23.Please revise to identify, for each material patent and provisional patent application,
the identification number, type of patent protection, jurisdiction in which the protection is
held, and expiration dates.  Please also update your discussion to include the timeline of
your specific trademarks, whether they are currently in active use, and whether they must
be in continued use or will be maintained until a third-party challenge.  In this regard, a
tabular format may be useful.
The Business Combination
Background of the Business Combination, page 215
24.We note that you initially developed a database with over 80 potential targets for a
business combination and narrowed it down to 4, to which you submitted non-binding
initial indications of interest or engaged in substantial discussions on valuation with.
Following the termination of your Previous BCA, you considered approximately 14
additional potential acquisition targets.  Please revise to clarify whether Spectral, or any of
the 14 new potential targets, were among the 80 originally considered potential targets.  If
not, please provide more detail regarding how these 14 new potential targets were
selected.
25.Please revise to provide a more detailed description of the process used in eliminating
potential business combination candidates as you progressed from 40, and then potentially
an additional 14, candidates to Spectral.  Please provide more detail on these other
potential targets, including with respect to the 9 that executed NDAs, concerning their
industries, size and why discussions ended on a company-by-company basis.
26.We note that Cantor Fitzgerald & Co. ("Cantor") played a role in your negotiation of the
business combination.  Please provide a description of the role of Cantor and any other
financial advisor in the transaction.  Provide also the level of diligence the financial
advisor(s) performed in connection with the transaction.
27.Please revise to describe the negotiation of any arrangements whereby any shareholder
agrees to waive its redemption