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CORRESP Filing

Spectral AI, Inc.
Date: May 1, 2025 · CIK: 0001833498 · Accession: 0001213900-25-038418

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File numbers found in text: 333-286742

Date
May 1, 2025
Author
Vincent S. Capone
Form
CORRESP
Company
Spectral AI, Inc.

Letter

Spectral AI, Inc.

2515 McKinney Avenue, Suite 1000

Dallas, Texas 75201

May 1, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

Spectral AI, Inc. Registration Statement on Form S-3 (File No. 333-286742)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Spectral AI, Inc. (the "Company"), the undersigned hereby requests that the Company's Registration Statement on Form S-3 (File No. 333-286742) filed with the U.S. Securities and Exchange Commission on April 25, 2025 (the "Registration Statement"), be accelerated so that the Registration Statement will become effective on May 5, 2025, at 5:30 p.m., Eastern Standard Time, or as soon as practicable thereafter.

Please contact Herbert F. Kozlov (hkozlov@reedsmith.com/telephone: (212) 549-0241) of Reed Smith LLP with any questions and please notify him when this request for acceleration has been granted.

Very truly yours,
SPECTRAL AI, INC.

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CORRESP
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 filename1.htm

 Spectral AI, Inc.

 2515 McKinney Avenue, Suite 1000

 Dallas, Texas 75201

 May 1, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re:

 Spectral AI, Inc.
 Registration Statement on Form S-3 (File No. 333-286742)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933 and on behalf of Spectral AI, Inc. (the "Company"), the undersigned hereby requests that the Company's
Registration Statement on Form S-3 (File No. 333-286742) filed with the U.S. Securities and Exchange Commission on April 25, 2025 (the
"Registration Statement"), be accelerated so that the Registration Statement will become effective on May 5, 2025, at 5:30
p.m., Eastern Standard Time, or as soon as practicable thereafter.

 Please contact Herbert F. Kozlov (hkozlov@reedsmith.com/telephone:
(212) 549-0241) of Reed Smith LLP with any questions and please notify him when this request for acceleration has been granted.

 Very truly yours,

 SPECTRAL AI, INC.

 By:
 /s/ Vincent S. Capone

 Vincent S. Capone
Chief Financial Officer and General Counsel

 cc:

 Herbert F. Kozlov, Esq., Reed Smith LLP