SEC Comment Letter 0000000000-23-012204 to Spectral AI, Inc. (MDAI)
Spectral AI, Inc.
Date: Nov. 7, 2023 · CIK: 0001833498 · Accession: 0000000000-23-012204
AI Filing Summary & Sentiment
File numbers found in text: 333-275218
Letter
United States securities and exchange commission logo November 7, 2023 Wensheng Fan Chief Executive Officer Spectral AI, Inc. 2515 McKinney Avenue, Suite 1000 Dallas, Texas 75201 Re:Spectral AI, Inc. Registration Statement on Form S-1 Filed October 30, 2023 File No. 333-275218 Dear Wensheng Fan: Our initial review of your registration statement indicates that it fails in numerous material respects to comply with the requirements of the Securities Act of 1933, the rules and regulations thereunder and the requirements of the form. More specifically, please address the following: Form S-1 requires that registrants which are smaller reporting companies file an audited balance sheet as of the end of each of the most recent two fiscal years, and audited statements of comprehensive income, cash flows and changes in stockholders' equity for each of the two fiscal years preceding the date of the most recent audited balance sheet. Please refer to Rule 8-02 of Regulation S-X and amend accordingly.
Form S-1 also requires that registrants file a copy of the auditor's consent to the use of its audit report or an acknowledgment letter regarding the use of its review report in any filing under the Securities Act as an exhibit. Please refer to Item 601(B)(23) of Regulation S-K and amend accordingly. We will provide more detailed comments relating to your registration statement following our review of a substantive amendment that addresses these deficiencies.
Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439 with any questions.
FirstName LastNameWensheng Fan Comapany NameSpectral AI, Inc. November 7, 2023 Page 2 FirstName LastName Wensheng Fan Spectral AI, Inc. November 7, 2023 Page 2 Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Lynwood E. Reinhardt, Esq.
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United States securities and exchange commission logo
November 7, 2023
Wensheng Fan
Chief Executive Officer
Spectral AI, Inc.
2515 McKinney Avenue, Suite 1000
Dallas, Texas 75201
Re:Spectral AI, Inc.
Registration Statement on Form S-1
Filed October 30, 2023
File No. 333-275218
Dear Wensheng Fan:
Our initial review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations thereunder and the requirements of the form. More specifically, please address the
following:
Form S-1 requires that registrants which are smaller reporting companies file an audited
balance sheet as of the end of each of the most recent two fiscal years, and audited
statements of comprehensive income, cash flows and changes in stockholders' equity for
each of the two fiscal years preceding the date of the most recent audited balance sheet.
Please refer to Rule 8-02 of Regulation S-X and amend accordingly.
Form S-1 also requires that registrants file a copy of the auditor's consent to the use of its
audit report or an acknowledgment letter regarding the use of its review report in any
filing under the Securities Act as an exhibit. Please refer to Item 601(B)(23) of Regulation
S-K and amend accordingly.
We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.
Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439 with any
questions.
FirstName LastNameWensheng Fan
Comapany NameSpectral AI, Inc.
November 7, 2023 Page 2
FirstName LastName
Wensheng Fan
Spectral AI, Inc.
November 7, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Lynwood E. Reinhardt, Esq.