Correspondence 0001213900-23-065989 from Spectral AI, Inc. (MDAI)
Spectral AI, Inc.
Date: Aug. 11, 2023 · CIK: 0001833498 · Accession: 0001213900-23-065989
AI Filing Summary & Sentiment
File numbers found in text: 333-271566
Letter
ROSECLIFF ACQUISITION CORP I
767 5th Avenue, 34th Floor
New York, New York 10153
(212) 492-3000
August 11, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Attn: Michael Fay
Terence O’Brien
Benjamin Richie
Margaret Schwartz
RE: Rosecliff Acquisition Corp I (the “Company”)
Registration Statement on Form S-4
File No. 333-271566
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-4 (File No. 333-271566) be accelerated by the Securities and Exchange Commission to 5:00 p.m. New York time on August 11, 2023, or as soon as practicable thereafter.
We request that we be notified of such effectiveness by a telephone call to P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 687-5122 and that such effectiveness also be confirmed in writing.
Very truly yours,
Rosecliff Acquisition Corp I
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ROSECLIFF ACQUISITION CORP I
767 5th Avenue, 34th Floor
New York, New York 10153
(212) 492-3000
August 11, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Michael Fay
Terence O’Brien
Benjamin Richie
Margaret Schwartz
RE:
Rosecliff Acquisition Corp I (the “Company”)
Registration Statement on Form S-4
File No. 333-271566
Ladies and Gentlemen:
Pursuant to Rule 461 under the
Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration
Statement on Form S-4 (File No. 333-271566) be accelerated by the Securities and Exchange Commission to 5:00 p.m. New York time on August
11, 2023, or as soon as practicable thereafter.
We request that we be notified
of such effectiveness by a telephone call to P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 687-5122 and
that such effectiveness also be confirmed in writing.
Very truly yours,
Rosecliff Acquisition Corp I
By:
/s/ Michael P. Murphy
Name:
Michael P. Murphy
Title:
Chief Executive Officer
cc:
P. Michelle Gasaway
Skadden, Arps, Slate, Meagher & Flom LLP
cc:
Sean Coburn
Skadden, Arps, Slate, Meagher & Flom LLP