SecProbe.io

CORRESP
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 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2025

J. Michael DiMaio
Chairman
Spectral AI, Inc.
2515 McKinney Avenue, Suite 1000
Dallas, TX 75201

 Re: Spectral AI, Inc.
 Registration Statement on Form S-3
 Filed April 25, 2025
 File No. 333-286742
Dear J. Michael DiMaio:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Herb Kozlov, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Spectral AI, Inc.

2515 McKinney Avenue, Suite 1000

Dallas, Texas 75201

November 27, 2024

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. 333-283369)

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. 333-283369) filed with the U.S. Securities and Exchange Commission on November 21, 2024 (the
“Registration Statement”), be accelerated so that the Registration Statement will become effective on December 2, 2024, 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 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

Lynwood E. Reinhardt, Esq., Reed Smith LLP

November 26, 2024
J. Michael DiMaio
Chairman (Principal Executive Officer)
Spectral AI, Inc.
2515 McKinney Avenue, Suite 1000
Dallas, TX 75201
Re:Spectral AI, Inc.
Registration Statement on Form S-3
Filed November 21, 2024
File No. 333-283369
Dear J. Michael DiMaio:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Lynwood E. Reinhardt, Esq.

CORRESP
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Spectral AI, Inc.

2515 McKinney Avenue, Suite 1000

Dallas, Texas 75201

October 29, 2024

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. 333-282681)

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. 333-282681) filed with the U.S. Securities and Exchange Commission on October 16, 2024 (the
“Registration Statement”), be accelerated so that the Registration Statement will become effective on October 31, 2024, 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 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

Lynwood E. Reinhardt, Esq., Reed Smith LLP

October 21, 2024
J. Michael DiMaio
Chairman
Spectral AI, Inc.
2515 McKinney Avenue, Suite 1000
Dallas, TX 75201
Re:Spectral AI, Inc.
Registration Statement on Form S-3
Filed October 16, 2024
File No. 333-282681
Dear J. Michael DiMaio:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Lynwood E. Reinhardt, Esq.

CORRESP
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Spectral AI, Inc.

2515 McKinney Avenue, Suite 1000

Dallas, Texas 75201

April 16, 2024

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-1 (File No. 333-278610)

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-1 (File No. 333-278610) filed with the U.S. Securities and Exchange Commission on April 10, 2024 (the
“Registration Statement”), be accelerated so that the Registration Statement will become effective on April 18, 2024, 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 when this request for acceleration has been granted.

    Very truly yours,

    SPECTRAL AI, INC.

    By:
    /s/ Peter Carlson

    Peter Carlson

Chief Executive Officer

cc:

Herbert F. Kozlov, Esq., Reed Smith LLP

Lynwood E. Reinhardt, Esq., Reed Smith LLP

United States securities and exchange commission logo
April 16, 2024
Peter M. Carlson
Chief Executive Officer
Spectral AI, Inc.
2515 McKinney Avenue, Suite 1000
Dallas, TX 75201
Re:Spectral AI, Inc.
Registration Statement on Form S-1
Filed April 10, 2024
File No. 333-278610
Dear Peter M. Carlson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Herbert F. Kozlov

CORRESP
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Spectral AI, Inc.

2515 McKinney Avenue, Suite 1000

Dallas, Texas 75201

January 30, 2024

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-1/A (File No. 333-276406)

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-1/A (File No. 333-276406) filed with the U.S. Securities and Exchange Commission (the “Commission”)
on January 23, 2024 (the “Registration Statement”), be declared effective on February 1, 2024, at 4:30 p.m., Eastern Standard
Time, or as soon as practicable thereafter.

    Very truly yours,

    SPECTRAL AI, INC.

    By:
    /s/ Wensheng Fan

    Wensheng Fan

Chief Executive Officer

cc:

Herbert F. Kozlov, Esq., Reed Smith LLP

Anthony J. Marsico, Esq., Reed Smith LLP

Lynwood E. Reinhardt, Esq., Reed Smith LLP

United States securities and exchange commission logo
January 12, 2024
Wensheng Fan
Chief Executive Officer
Spectral AI, Inc.
2515 McKinney Avenue, Suite 1000
Dallas, TX 75201
Re:Spectral AI, Inc.
Registration Statement on Form S-1
Filed January 5, 2024
File No. 333-276406
Dear Wensheng Fan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Herbert F. Kozlov

CORRESP
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Spectral AI, Inc.

2515 McKinney Avenue.

Suite 1000

Dallas, Texas 75201

December 19, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Juan Grana

    Re:
    Spectral AI, Inc.

    Registration Statement on Form S-1

    File No. 333-275218

Dear Mr. Grana:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, SPECTRAL AI, INC., a Delaware corporation, hereby respectfully requests that the effective date of the above-captioned registration
statement on Form S-1 (the “Registration Statement”) be accelerated so that the Registration Statement will become
effective at 4:00 p.m., Eastern Time, on December 21, 2023, or as soon as practicable thereafter.

Please contact Lynwood E. Reinhardt (LReinhardt@reedsmith.com
/ telephone: (469) 680-4220) of Reed Smith LLP with any questions and please notify when this request for acceleration has been granted.

[Signature Page Follows]

    1

    Sincerely,

    By:
    /s/ Wensheng Fan

    Name:
    Wensheng Fan

    Title:
    Chief Executive Officer

    cc:
    Lynwood E. Reinhardt, Herbert Kozlov, Reed Smith LLP

    2

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Spectral
AI, Inc.

2515
McKinney Avenue.

Suite 1000

Dallas,
Texas 75201

VIA
EDGAR

December
7, 2023

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

Attn:
Juan Grana

    Re:
    Spectral
        AI, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    November 21, 2023

File
No. 333-275218

Dear
Mr. Grana:

Spectral
AI, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”),
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) dated December 1, 2023, regarding the Company’s Amendment
No. 1 to Registration Statement on Form S-1 filed with the Commission on November 21, 2023 (the “Registration Statement”).
For the Staff’s convenience, we have repeated below each of the Staff’s comments in bold, and have followed such comment
with the Company’s response. Concurrently with the transmission of this letter, we are publicly filing Amendment No. 2 to
the Company’s Registration Statement with the Commission through EDGAR (the “Amended Registration Statement”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. All page references
in the responses set forth below refer to page numbers in the Amended Registration Statement.

Registration
Statement on Form S-1 Filed October 30, 2023

Cover
Page

 1. Please
                                            revise your cover page and elsewhere in the registration statement to disclose the price
                                            that the selling securityholders paid for the 566,667 shares of common stock being registered
                                            for resale.

The Company respectfully advises the
Staff that it has revised the disclosures on the cover page and pages ii, 7, 52 and 55 of the Amended Registration Statement in response
to the Staff’s comment.

 2. Here
                                            and in your risk factor and MD&A sections and elsewhere where you address your recent
                                            trading prices as compared to the warrant exercise price, please revise to clarify that your
                                            warrants are out the money and it is unlikely that warrant holders would exercise their warrants
                                            while the trading price is below the warrant exercise price. Disclose that cash proceeds
                                            associated with the exercises of the warrants are dependent on the stock price. As applicable,
                                            describe the impact on your liquidity and update the discussion on the ability of your company
                                            to fund your operations on a prospective basis with your current cash on hand.

The Company respectfully advises the
Staff that it has revised the disclosures on the cover page and pages ii, 5 and 57 of the Amended Registration Statement in response to
the Staff’s comment.

 U.S.
Securities & Exchange Commission

December
7, 2023

Page 2

Management's
Discussion and Analysis of Financial Condition and Results of Operations, page 59

 3. We
                                            note that the projected Spectral revenues for 2023 were $31.3 million, as set forth in the
                                            prospective financial information prepared by Spectral's management and provided to the RCLF
                                            Board in connection with the evaluation of the Business Combination. We also note that your
                                            actual revenues for the nine months ended September 30, 2023 was approximately $12.8 million.
                                            It appears that you will miss your 2023 revenue projection. Please update your disclosure
                                            in Liquidity and Capital Resources, and elsewhere, to provide updated information about your
                                            financial position and further risks to your business operations and liquidity in light of
                                            these circumstances.

The Company respectfully advises the
Staff that it has revised the disclosures on pages 8, 59, 61, 68 and 72 of the Amended Registration Statement in response to the Staff’s
comment.

Company
Overview, page 70

 4. In
                                            light of the significant number of redemptions and the unlikelihood that the company will
                                            receive significant proceeds from exercises of the warrants because of the disparity between
                                            the exercise price of the warrants and the current trading price of the common stock, expand
                                            your discussion of capital resources to address any changes in the company’s liquidity
                                            position since the business combination. If the company is likely to have to seek additional
                                            capital, discuss the effect of this offering on the company’s ability to raise additional
                                            capital.

The Company respectfully advises the
Staff that it has revised the disclosure on page 71 of the Amended Registration Statement in response to the Staff’s comment.

 5. Please
                                            expand your discussion here to reflect the fact that this offering involves the potential
                                            sale of a substantial portion of shares for resale and discuss how such sales could impact
                                            the market price of the company’s common stock. We refer to your disclosure on page
                                            52.

The Company respectfully advises the
Staff that it has revised the disclosure on page 71 of the Amended Registration Statement in response to the Staff’s comment.

U.S.
Securities & Exchange Commission

December
7, 2023

Page 3

We
thank the Staff for its review of the foregoing and Amended Registration Statement. If you have further comments, please feel free to
contact to our counsel, Lynwood E. Reinhardt, at LReinhardt@reedsmith.com or by telephone at (469) 680-4220.

    Sincerely,

    /s/
Wensheng Fan

    Wensheng Fan

    Chief Executive Officer

    Spectral AI, Inc.

cc:

Herbert
F. Kozlov, Lynwood E. Reinhardt, Reed Smith LLP

United States securities and exchange commission logo
December 1, 2023
Wensheng Fan
Chief Executive Officer
Spectral AI, Inc.
2515 McKinney Avenue, Suite 1000
Dallas, Texas 75201
Re:Spectral AI, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 21, 2023
File No. 333-275218
Dear Wensheng Fan:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.Please revise your cover page and elsewhere in the registration statement to disclose the
price that the selling securityholders paid for the 566,667 shares of common stock being
registered for resale.
2.Here and in your risk factor and MD&A sections and elsewhere where you address your
recent trading prices as compared to the warrant exercise price, please revise to clarify that
your warrants are out the money and it is unlikely that warrant holders would exercise
their warrants while the trading price is below the warrant exercise price. Disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.

 FirstName LastNameWensheng Fan
 Comapany NameSpectral AI, Inc.
 December 1, 2023 Page 2
 FirstName LastName
Wensheng Fan
Spectral AI, Inc.
December 1, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
59
3.We note that the projected Spectral revenues for 2023 were $31.3 million, as set forth in
the prospective financial information prepared by Spectral's management and provided to
the RCLF Board in connection with the evaluation of the Business Combination. We also
note that your actual revenues for the nine months ended September 30, 2023 was
approximately $12.8 million. It appears that you will miss your 2023 revenue projection.
Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to
provide updated information about your financial position and further risks to your
business operations and liquidity in light of these circumstances.
Company Overview, page 70
4.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
5.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. We refer to your disclosure on
page 52.

 FirstName LastNameWensheng Fan
 Comapany NameSpectral AI, Inc.
 December 1, 2023 Page 3
 FirstName LastName
Wensheng Fan
Spectral AI, Inc.
December 1, 2023
Page 3
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Lynwood E. Reinhardt, Esq.

CORRESP
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Spectral AI, Inc.

2515 McKinney Avenue.

Suite 1000

Dallas, Texas 75201

VIA EDGAR

November 21, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Juan Grana

    Re:
    Spectral AI, Inc.

    Registration Statement on Form S-1

    Filed October 30, 2023

    File No. 333-275218

Dear Mr. Grana:

Spectral AI, Inc., a Delaware corporation (the
“Company,” “we,” “our” or “us”), hereby transmits the Company’s
response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) dated November 7, 2023, regarding the Company’s Registration Statement on Form S-1 filed
with the Commission on October 30, 2023 (the “Registration Statement”). For the Staff’s convenience, we have
repeated below each of the Staff’s comments in bold, and have followed such comment with the Company’s response. Concurrently
with the transmission of this letter, we are publicly filing Amendment No. 1 to the Company’s Registration Statement with the
Commission through EDGAR (the “Amended Registration Statement”), which reflects the Company’s responses to the
comments received by the Staff and certain updated information. All page references in the responses set forth below refer to page numbers
in the Amended Registration Statement.

Registration Statement on Form S-1 Filed October 30, 2023

General

    1.
    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.

The Company respectfully advises the
Staff that it has revised the disclosures beginning on page F-1 of the Amended Registration Statement in response to the Staff’s
comment to include the financial statements required under Rule 8-02 of Regulation S-X.

    2.

    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.

    The Company respectfully advises the Staff that
    it has filed a copy of KPMG LLP’s consent and WithumSmith+Brown, PC’s consent to the use of their respective audit reports
    as Exhibits 23.2 and 23.3, respectively, of the Amended Registration Statement in response to the Staff’s comment.

U.S. Securities & Exchange Commission

November 21, 2023

Page 2

We thank the Staff for its review of the foregoing
and Amended Registration Statement. If you have further comments, please feel free to contact our counsel, Lynwood E. Reinhardt, at LReinhardt@reedsmith.com
or by telephone at (469) 680-4220.

    Sincerely,

    /s/ Wensheng Fan

    Wensheng Fan

    Chief Executive Officer

    Spectral AI, Inc.

cc:

Herbert F. Kozlov, Lynwood E. Reinhardt, Reed Smith LLP

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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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

CORRESP
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    Skadden, Arps, Slate, Meagher & Flom llp

    ONE MANHATTAN WEST

    NEW YORK, NY 10001

    ____

    TEL: (212) 735-3000

    FAX: (212) 735-2000

    www.skadden.com

    FIRM/AFFILIATE

OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade & Services

    100 F Street, NE

    Washington, D.C. 20549

    -----------

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

    Attn:
    Michael Fay

    Terence O’Brien

    Benjamin Richie

    Margaret Schwartz

    Re:
    Rosecliff Acquisition Corp I

    Amendment No. 2 to Registration Statement on Form S-4

    Filed July 27, 2023

    CIK No. 0001833498

Dear Mr. Fay:

On behalf of our client, Rosecliff
Acquisition Corp I, a Delaware corporation (the “Company”), we are writing to submit the Company’s responses
to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”)
contained in the Staff’s letter dated August 7, 2023 (the “Comment Letter”), with respect to the Company’s
supplemental response dated July 27, 2023 (the “Prior Response Letter”), each relating to the above-referenced
registration statement on Form S-4 submitted on May 2, 2023, as amended (the “Registration Statement”).

The Company has publicly filed
via EDGAR Amendment No. 3 to its Registration Statement on Form S-4 (“Amendment No. 3”), which reflects the
Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained
in the Comment Letter is printed below in bold and is followed by the Company’s response. Capitalized terms used but not defined
herein have the meanings set forth in the Registration Statement.

Amendment No. 2 to Registration Statement on
Form S-4, Filed July 27, 2023

Information about RCLF, page 144

    1.

    We note your response to previous comment
9. On page 284 you state: “The Proposed Charter adopts…(b) the federal district courts of the United States as the exclusive
forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. or the Exchange Act; (or other
rules and regulations thereunder) and any other claim for which the U.S. federal courts have exclusive jurisdiction.” On page 295
you state: “Notwithstanding the foregoing, the aforementioned provisions of this “Exclusive Forum” section shall not
apply to claims seeking to enforce any liability or duty created by the Securities Act or Exchange Act, (or other rules and regulations
thereunder), or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.”
Please revise all discussions concerning the forum selection clause in your Proposed Charter to clarify whether the provision does not
apply to claims arising under the Securities Act or Exchange Act or whether the federal district courts are the exclusive forum for such
claims. Note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.

Response: In response to the Staff’s comment, the Company has revised its
disclosure on pages 110, 184, 290, 295 and B-4 of the Registration Statement.

United States Securities and Exchange Commission

August 8, 2023

Page 2

RCLF Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page 157

    2.

    We note your disclosure on page 157: "On
January 22, 2023, we received a written notice (the “January Notice”) from the Listing Qualifications Department (the “Staff”)
of Nasdaq indicating that the Company is not in compliance with Listing Rule 5550(a)(4), due to the Company’s failure to meet the
minimum 500,000 publicly held shares requirement for the Nasdaq Capital Market.... On March 9, 2023, per the January Notice, the Company
submitted a plan of compliance to achieve and sustain compliance with all Nasdaq Capital Market listing requirements. On May 8, 2023,
we received a letter from the Staff of Nasdaq stating they accepted the Company’s plan. If the Company does not complete a Business
Combination by July 21, 2023, the Staff will provide written notification that the Company’s securities will be delisted, which
the Company may appeal the Staff’s determination to a Listing Qualifications Panel." Please revise to provide an update on
this situation.

Response: In response to the Staff’s comment, the Company has revised its
disclosure on page 157 of the Registration Statement.

Security Ownership of Certain Beneficial Owners
and Management of RCLF and the Combined Company, page 162

    3.

    Please revise your disclosure to identify
the natural person or persons who have voting and/or investment control of the shares held by ELS 1960 Family, L.P., Octopus Investments
plc and Link Mar (Nominees) Limited on page 163. Refer to Item 403 of Regulation S-K required by Item 6 of Schedule 14A.

Response: In response to the Staff’s comment, the Company has revised its
disclosure on page 164 of the Registration Statement.

Information About Spectral, page 165

    4.

    We note your updated disclosure in response
to previous comment 11 and reissue in part. In all instances in which you make a claim that is supported by “industry literature,”
please provide a citation to the relevant literature. Further, as these resources may not be freely accessible to all potential investors,
at each source’s first citation, include language summarizing the material conclusions of such literature.

Response: In response to the Staff’s comment, the Company has revised its
disclosure on page 165 of the Registration Statement.

United States Securities and Exchange Commission

August 8, 2023

Page 3

Clinical Validation and Regulatory Pathway,
page 184

    5.

    We note your response to previous comment
14 and your disclosure added to page 185: “The exercise of these options are contingent on our achieving certain milestones, such
as advancing inner-operability with EHRs and advancing the human validation study.” Please revise to describe all milestones in
detail.

Response: In response to the Staff’s comment, the Company has revised its
disclosure on pages 53, 169, 182, 185 and 210 of the Registration Statement.

Exhibits

    6.

    We note that in the introductory paragraph
of Reed Smith LLP's Exhibit 8.1 Tax Opinion the opinion is "concerning certain U.S. federal income tax considerations." Please
have counsel revise the opinion to clarify that this section addresses the material U.S. federal income tax considerations as opposed
to “certain” U.S. federal income tax considerations. Refer to Section III of Staff Legal Bulletin 19 (October 14, 2011).
Additionally, please have counsel revise to clarify the statement that it has "assumed that the Mergers will be consummated in the
manner described in the Business Combination Agreement and the Registration Statement and that none of the terms and conditions contained
therein have been waived or modified in any respect" given, for example, that RCLF and Spectral have waived the requirement in the
Business Combination Agreement that RCLF approve and adopt the Equity Incentive Plan to be effective in connection with the Business
Combination.

Response: In response to the Staff’s comment, the Company respectfully notes that Reed Smith LLP has revised the Exhibit 8.1 Tax Opinion to
provide clarification with respect to the items raised by the Staff on pages 1 and 2 of Exhibit 8.1 of the Registration Statement.

    7.

    We note the legend below the Exhibit Index
includes a symbol indicating that "[c]ertain of the exhibits and schedules to this Exhibit have been omitted in accordance with
Regulation S-K Item 601(b)(2)..." but this symbol is not used in the Exhibit Index. Please revise to reconcile and ensure the requirements
of Regulation S-K Item 601(b)(2) are met, as applicable.

Response: In response to the
Staff’s comment, the Company has revised the footnote to the Exhibit Index and included the corresponding symbol where
applicable within the Exhibit Index.

* * *

United States Securities and Exchange Commission

August 8, 2023

Page 4

Please do not hesitate to
contact Michelle Gasaway at (213) 687-5122 or Michael Chitwood at (212) 735-2535 of Skadden, Arps, Slate, Meagher & Flom LLP with
any questions or comments regarding this letter.

    Sincerely,

    /s/ Michelle Gasaway

    cc:
    Michael P. Murphy, Rosecliff Acquisition Corp I

    Wensheng Fan, Spectral MD Holdings, Ltd.

    Reed Smith LLP

United States securities and exchange commission logo
August 7, 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
Amendment No. 2 to Registration Statement on Form S-4
Filed July 27, 2023
File No. 333-271566
Dear Michael P. Murphy:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our July 12, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Information about RCLF, page 144
1.We note your response to previous comment 9. On page 284 you state: “The Proposed
Charter adopts…(b) the federal district courts of the United States as the exclusive forum
for the resolution of any complaint asserting a cause of action arising under the Securities
Act. or the Exchange Act; (or other rules and regulations thereunder) and any other claim
for which the U.S. federal courts have exclusive jurisdiction.” On page 295 you state:
“Notwithstanding the foregoing, the aforementioned provisions of this “Exclusive Forum”
section shall not apply to claims seeking to enforce any liability or duty created by the
Securities Act or Exchange Act, (or other rules and regulations thereunder), or any other
claim for which the federal district courts of the United States of America are the sole and

 FirstName LastNameMichael P. Murphy
 Comapany NameRosecliff Acquisition Corp I
 August 7, 2023 Page 2
 FirstName LastName
Michael P. Murphy
Rosecliff Acquisition Corp I
August 7, 2023
Page 2
exclusive forum.” Please revise all discussions concerning the forum selection clause in
your Proposed Charter to clarify whether the provision does not apply to claims arising
under the Securities Act or Exchange Act or whether the federal district courts are the
exclusive forum for such claims. Note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.

RCLF Managements Discussion and Analysis of Financial Condition and Results of Operations,
page 157
2.We note your disclosure on page 157: "On January 22, 2023, we received a written notice
(the “January Notice”) from the Listing Qualifications Department (the “Staff”) of Nasdaq
indicating that the Company is not in compliance with Listing Rule 5550(a)(4), due to the
Company’s failure to meet the minimum 500,000 publicly held shares requirement for the
Nasdaq Capital Market.... On March 9, 2023, per the January Notice, the Company
submitted a plan of compliance to achieve and sustain compliance with all Nasdaq Capital
Market listing requirements. On May 8, 2023, we received a letter from the Staff of
Nasdaq stating they accepted the Company’s plan. If the Company does not complete a
Business Combination by July 21, 2023, the Staff will provide written notification that the
Company’s securities will be delisted, which the Company may appeal the Staff’s
determination to a Listing Qualifications Panel." Please revise to provide an update on
this situation.
Security Ownership of Certain Beneficial Owners and Management of RCLF and the Combined
Company, page 162
3.Please revise your disclosure to identify the natural person or persons who have voting
and/or investment control of the shares held by ELS 1960 Family, L.P., Octopus
Investments plc and Link Mar (Nominees) Limited on page 163. Refer to Item 403 of
Regulation S-K required by Item 6 of Schedule 14A.
Information About Spectral, page 165
4.We note your updated disclosure in response to previous comment 11 and reissue in part.
In all instances in which you make a claim that is supported by “industry literature,”
please provide a citation to the relevant literature. Further, as these resources may not be
freely accessible to all potential investors, at each source’s first citation, include language
summarizing the material conclusions of such literature.

 FirstName LastNameMichael P. Murphy
 Comapany NameRosecliff Acquisition Corp I
 August 7, 2023 Page 3
 FirstName LastName
Michael P. Murphy
Rosecliff Acquisition Corp I
August 7, 2023
Page 3
Clinical Validation and Regulatory Pathway, page 184
5.We note your response to previous comment 14 and your disclosure added to page 185:
“The exercise of these options are contingent on our achieving certain milestones, such as
advancing inner-operability with EHRs and advancing the human validation study.”
Please revise to describe all milestones in detail.
Exhibits
6.We note that in the introductory paragraph of Reed Smith LLP's Exhibit 8.1 Tax Opinion
the opinion is "concerning certain U.S. federal income tax considerations." Please have
counsel revise the opinion to clarify that this section addresses the material U.S. federal
income tax considerations as opposed to “certain” U.S. federal income tax considerations.
Refer to Section III of Staff Legal Bulletin 19 (October 14, 2011). Additionally, please
have counsel revise to clarify the statement that it has "assumed that the Mergers will be
consummated in the manner described in the Business Combination Agreement and the
Registration Statement and that none of the terms and conditions contained therein have
been waived or modified in any respect" given, for example, that RCLF and Spectral have
waived the requirement in the Business Combination Agreement that RCLF approve and
adopt the Equity Incentive Plan to be effective in connection with the Business
Combination.
7.We note the legend below the Exhibit Index includes a symbol indicating that "[c]ertain of
the exhibits and schedules to this Exhibit have been omitted in accordance with
Regulation S-K Item 601(b)(2)..." but this symbol is not used in the Exhibit Index. Please
revise to reconcile and ensure the requirements of Regulation S-K Item 601(b)(2) are met,
as applicable.
            You may contact Michael Fay at 202-551-3812 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       P. Michelle Gasaway, Esq.

CORRESP
1
filename1.htm

Skadden, Arps, Slate, Meagher
& Flom llp

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July 27, 2023

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    Attn:
    Michael Fay

    Terence O’Brien

    Benjamin Richie

    Margaret Schwartz

    Re:
    Rosecliff Acquisition Corp I

    Amendment No. 1 to Registration Statement on Form S-4

    Filed June 28, 2023

    CIK No. 0001833498

Dear Mr. Fay:

On behalf of our client, Rosecliff
Acquisition Corp I, a Delaware corporation (the “Company”), we are writing to submit the Company’s responses
to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”)
contained in the Staff’s letter dated July 12, 2023 (the “Comment Letter”), with respect to the Company’s
supplemental response dated June 27, 2023 (the “Prior Response Letter”), each relating to the above-referenced
registration statement on Form S-4 submitted on May 2, 2023 (the “Registration Statement”), as amended
by Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”).

The Company has publicly filed
via EDGAR Amendment No. 2 to its Registration Statement on Form S-4 (“Amendment No. 2”), which reflects the
Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained
in the Comment Letter is printed below in bold and is followed by the Company’s response. Capitalized terms used but not defined
herein have the meanings set forth in the Registration Statement.

Amendment No. 1 to Registration Statement on
Form S-4, Filed June 28, 2023

Summary, page 25

    1.
    We note your response to previous comment 4. Please revise to explain how the potential per share value of the shares owned by non-redeeming shareholders will be $10 and will also not change based on the redemption level.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 32 of the Registration Statement.

United States Securities and Exchange Commission

July 26, 2023

Page 2

Ownership of the Combined Company, page 26

    2.
    In the graphic on page 30 you show the post-Business Combination ownership structure with a title that says “full redemptions.” Directly below the table you state: “This level of ownership interest assumes: (a) no RCLF public stockholder exercises redemption rights with respect to his/her/its shares for a pro rata portion of the funds in RCLF’s trust account….” Please revise to reconcile these statements.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 31 of the Registration Statement.

Risk Factors, page 51

    3.
    Where appropriate, please include a risk factor discussing the current state of artificial intelligence regulation within the United States and your other potential markets, the potential for new laws or rules to materially impact the company and whether these risks were included in your discussions and analysis of Spectral’s projections and valuation.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 69 of the Registration Statement.

    4.
    We note your response to previous comment 7, which we reissue in part. Please tell us whether your sponsor has substantial ties with a non-U.S. person or is controlled by a person with substantial ties with a non-U.S. person, or has any members who are controlled by a non-U.S. person or that have substantial ties with a non-U.S. person. Please also tell us whether Spectral is, is controlled by, or has substantial ties with a non-U.S. person.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 105 of the Registration Statement.

We may redeem unexpired public warrants prior
to their exercise at a time that is

disadvantageous..., page 97

    5.
    We note the revised disclosure in response to previous comment 33 and reissue in part. Here, or elsewhere, please quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 14 and 99 of the Registration Statement.

Unaudited Pro Forma Condensed Combined Financial
Information, page 117

    6.
    We note on page 124 that $7.4 million in Spectral transaction costs were capitalized and offset against the proceeds of the Business Combination and reflected as a reduction to additional paid in capital. Please clarify your pro forma accounting for any Spectral transaction costs in excess of these proceeds. As part of your response, provide us your calculation of the proceeds of the Business Combination.

Response: In response to the Staff’s
comment, the Company has revised Spectral transaction costs to expense transaction costs in excess of the proceeds of the Business Combination
on pages 120, 122, 124 and 125. In accordance with ASC 805-10-23 and SAB topic 5A, transaction costs are recorded as expense, except direct
transaction costs that can offset proceeds in an offering (i.e. the Business Combination), assuming no additional redemptions, proceeds
of the Business Combination are $4.7 million, thus $2.7 million of Spectral’s transaction costs will be recorded as expense and
$4.7 million will be recorded against additional paid-in capital. Assuming maximum redemptions, there are no proceeds of the Business
Combination, thus the full $7.4 million Spectral’s transaction costs will be recorded as expense.

 United States Securities and Exchange Commission

July 26, 2023

Page 3

    7.
    We note there are 45,645,354 stock options that are anti-dilutive in the table on page 127 and only 2,169,282 dilutive stock options in the table on page 126. Please provide us your calculation of how the 2,169,282 dilutive stock options was determined. In addition, reconcile for us the 45,645,354 shares of common stock equivalent on pages 127 and F-86 with the 35,964,000 on page F-85. Lastly, provide an additional or expanded table on page 119 to reflect ownership interests immediately after the Business Combination on a fully diluted basis, indicating by footnote average exercise prices, exercisability, etc.

Response: In response to the Staff’s
comment, the Company has revised the table of anti-dilutive securities on page 127 to represent the number of securities after the Business
Combination, by applying the exchange ratio to Spectral historical anti-dilutive securities. The Company has updated diluted net income
to equal basic net income for the unaudited pro forma statement of operations for the year ended December 31, 2022, as the Combined Company
has a loss for that period.

The following table provides a reconciliation
of common stock equivalents on pages 127 and F-86:

    March 31,

2023

    Table Page F-85 - Table of outstanding options for 2018 Plan
      35,964,000

    Page F-85 - Investor Options outstanding (outside of 2018 Plan)
      9,681,534

    Total options outstanding Table Page 127 and F-86
      45,645,534

Further, the Company has expanded the
table on page 127 to reflect ownership interests immediately after the Business Combination on a fully diluted basis:

    8.
    Please provide us your analysis of whether pro forma information should be provided for the Private Placement.

Response: In response to the
Staff’s comment, the Company respectfully notes that at present, the private placement is not a probable material transaction
as Spectral does not have any commitment for any potential private placement and thus has been excluded from the unaudited pro forma
financial statements. This is consistent with the updated capitalization sections of the Registration Statement.

Information about RCLF, page 147

    9.
    We note your response to previous comment 11, which we reissue in part. Please revise page 302 to state 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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 110, 115, 294, 298 and 303 of the Registration Statement.

Legal Proceedings, page 156

    10.
    We note that you have received a shareholder demand letter claiming that your registration statement “omits material information with respect to the transactions.” Please clarify which “transactions” are referenced and revise to provide the current status and how you plan to respond to the demand.

Response: In response to the Staff’s
comment, the Company notes that it had incorrectly disclosed the date of the shareholder demand letter and has revised its disclosure
on page 147 of the Registration Statement.

Information About Spectral, page 173

    11.
    We note your revised disclosure in response to previous comment 15 and reissue in part. Where you make a claim that is supported by “industry literature,” please provide a citation to and, at each source’s first instance, include language summarizing the material conclusions of such literature. Additionally, on page 183 you similarly state: “In the DFU indication, our accuracy is also above physician accuracy in head-to-head studies.” Please revise to state the physician accuracy rate in your cited head-to-head studies.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 165 and 175 of the Registration Statement. The Company has also removed the statement
on page 175 regarding physician accuracy with respect to DFU.

 United States Securities and Exchange Commission

July 26, 2023

Page 4

Business Focus and Milestones, page 180

    12.
    We note your response to previous comment 16, which we reissue in part. 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. Additionally, the figure on page 180 shows a footnote 1 in the title, but no corresponding footnote appears below the table. Please revise to provide the text of footnote 1.

Response: In response to the Staff’s
comment, the Company has revised its disclosure throughout the Registration Statement to state that FDA, or other regulatory agency, foreign
or domestic, approval is not guaranteed and may take longer than planned. The Company has also removed footnote 1 from the title of the
figure on page 172.

    13.
    We note your response to previous prior comment 20. With respect to the “Horizon applications” shown in the pipeline table on page 180, it appears these indications are not material enough to be included in your pipeline table. You state on page 179 that venous leg ulcers is a primary horizon indication for your DeepView System yet you will look to advance a proof-of-concept clinical study over the next few years. Additionally, you do not provide any disclosure concerning the current developmental status of your indications of tissue diagnosis for limb amputation and tissue diagnostics relating to critical limb ischemia. Please revise to remove the “Horizon applications” from the table or further revise to provide the basis that these applications are material enough to be included in your pipeline table at this time.

Response: In response to the Staff’s
comment, the Company has removed the Horizon applications from the pipeline table on page 172 of the Registration Statement.

Clinical Validation and Regulatory Pathway,
page 192

    14.
    We note your response to previous comment 18, which we reissue in part. On page 52 you state that BARDA exercised its Option 1A and 1B expansions and may exercise further options to extend the term of the contract subject to contract milestones and decision gates. Please revise your disclosure to describe these milestones and decision gates and the options. In this regard please provide additional information or more detailed information than Figure 9 on page 193. Further, in your description of your MTEC grant on page 194 you state that MTEC will pay you a firm fixed fee based upon your achievement of certain milestones described in the agreement through April 5, 2025. Please revise to describe these milestones.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 185 of the Registration Statement with respect to the BARDA contract and 186
of the Registration Statement with respect to the MTEC grant.

Spectral’s Management’s Discussion
and Analysis of Financial Condition and Results of Operations, Sources of Liquidity, page 218

    15.
    We note your contract with BARDA has a potential funding of up to $96.9 million and aggregate funding through March 31, 2023 was $47.6 million. Please revise your discussion to provide additional insight and analysis regarding the potential funding up to $96.9 million if future options are executed.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 210 of the Registration Statement.

The RCLF Board’s Reasons for the Approval
of the Business Combination, page 243

    16.
    We note your updated disclosure on page 34 regarding your commercialization potential in response to previous comment 3. Please revise your similar discussion on page 244 to also state that approval or clearance from the FDA and comparable regulatory bodies may never be obtained.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 33 and 236 of the Registration Statement.

United States Securities and Exchange Commission

July 26, 2023

Page 5

Certain Projected Information, page 245

    17.
    We have reviewed your response to prior comment 29 but it does not appear that the correction to the operating expense line item on page 247 has been made. Please revise, accordingly.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 239 of the Registration Statement.

Exhibits

    18.
    Please ensure that all material agreements, to include the Sponsor Letter Agreement, are filed as exhibits to the registration statement. Refer to Item 601 of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised its disclosure to the Exhibit Index of the Registration Statement.

General

    19.
    We note that the information shown on slide 29 of your investor presentation dated as of June 22, 2023, filed as an attachment to your Form 8-K, filed June 22, 2023, appears to differ from the information included in the prospectus. For example, it appears the peer company analysis on slide 30 differs from that disclosed on page 242, the pro forma shares outstanding on page 119 is 18,338,716, whereas in the presentation it is 20.8 million and the sources and uses of funds on page 45 differs from slide 29 as well. Please revise to reconcile or advise.

Response: In response to the
Staff’s comment, the Company respectfully notes that the differences identif

United States securities and exchange commission logo
July 12, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed June 28, 2023
File No. 333-271566
Dear Michael P. Murphy:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our May 26, 2023 letter.
Amendment No.1 to Registration Statement on Form S-4
Summary, page 25
1.We note your response to previous comment 4.  Please revise to explain how the potential
per share value of the shares owned by non-redeeming shareholders will be $10 and will
also not change based on the redemption level.

 FirstName LastNameMichael P. Murphy
 Comapany NameRosecliff Acquisition Corp I
 July 12, 2023 Page 2
 FirstName LastName
Michael P. Murphy
Rosecliff Acquisition Corp I
July 12, 2023
Page 2
Ownership of the Combined Company, page 26
2.In the graphic on page 30 you show the post-Business Combination ownership structure
with a title that says “full redemptions.”  Directly below the table you state: “This level of
ownership interest assumes: (a) no RCLF public stockholder exercises redemption rights
with respect to his/her/its shares for a pro rata portion of the funds in RCLF’s trust
account….”  Please revise to reconcile these statements.
Risk Factors, page 51
3.Where appropriate, please include a risk factor discussing the current state of artificial
intelligence regulation within the United States and your other potential markets, the
potential for new laws or rules to materially impact the company and whether these risks
were included in your discussions and analysis of Spectral's projections and valuation.
4.We note your response to previous comment 7, which we reissue in part.  Please tell us
whether your sponsor has substantial ties with a non-U.S. person or is controlled by a
person with substantial ties with a non-U.S. person, or has any members who are
controlled by a non-U.S. person or that have substantial ties with a non-U.S. person.
Please also tell us whether Spectral is, is controlled by, or has substantial ties with a non-
U.S. person.
We may redeem unexpired public warrants prior to their exercise at a time that is
disadvantageous..., page 97
5.We note the revised disclosure in response to previous comment 33 and reissue in part.
Here, or elsewhere, please quantify the value of warrants, based on recent trading prices,
that may be retained by redeeming stockholders assuming maximum redemptions and
identify any material resulting risks.
Unaudited Pro Forma Condensed Combined Financial Information, page 117
6.We note on page 124 that $7.4 million in Spectral transaction costs were capitalized and
offset against the proceeds of the Business Combination and reflected as a reduction to
additional paid in capital.  Please clarify your pro forma accounting for any Spectral
transaction costs in excess of these proceeds.  As part of your response, provide us your
calculation of the proceeds of the Business Combination.
7.We note there are 45,645,354 stock options that are anti-dilutive in the table on page 127
and only 2,169,282 dilutive stock options in the table on page 126.  Please provide us your
calculation of how the 2,169,282 dilutive stock options was determined.  In
addition, reconcile for us the 45,645,354 shares of common stock equivalent on pages 127
and F-86 with the 35,964,000 on page F-85.  Lastly, provide an additional or expanded
table on page 119 to reflect ownership interests immediately after the Business
Combination on a fully diluted basis, indicating by footnote average exercise prices,
exercisability, etc.

 FirstName LastNameMichael P. Murphy
 Comapany NameRosecliff Acquisition Corp I
 July 12, 2023 Page 3
 FirstName LastName
Michael P. Murphy
Rosecliff Acquisition Corp I
July 12, 2023
Page 3
8.Please provide us your analysis of whether pro forma information should be provided for
the Private Placement.
Information about RCLF, page 153
9.We note your response to previous comment 11, which we reissue in part.  Please revise
page 302 to state 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.
Legal Proceedings, page 156
10.We note that you have received a shareholder demand letter claiming that your
registration statement "omits material information with respect to the transactions."
Please clarify which "transactions" are referenced and revise to provide the current status
and how you plan to respond to the demand.
Information About Spectral, page 173
11.We note your revised disclosure in response to previous comment 15 and reissue in part.
Where you make a claim that is supported by "industry literature," please provide a
citation to and, at each source's first instance, include language summarizing the material
conclusions of such literature.  Additionally, on page 183 you similarly state: “In the DFU
indication, our accuracy is also above physician accuracy in head-to-head studies.”  Please
revise to state the physician accuracy rate in your cited head-to-head studies.
Business Focus and Milestones, page 180
12.We note your response to previous comment 16, which we reissue in part.  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.  Additionally, the figure on
page 180 shows a footnote 1 in the title, but no corresponding footnote appears below the
table.  Please revise to provide the text of footnote 1.

 FirstName LastNameMichael P. Murphy
 Comapany NameRosecliff Acquisition Corp I
 July 12, 2023 Page 4
 FirstName LastName
Michael P. Murphy
Rosecliff Acquisition Corp I
July 12, 2023
Page 4
13.We note your response to previous prior comment 20.  With respect to the “Horizon
applications” shown in the pipeline table on page 180, it appears these indications are not
material enough to be included in your pipeline table.  You state on page 179 that venous
leg ulcers is a primary horizon indication for your DeepView System yet you will look to
advance a proof-of-concept clinical study over the next few years.  Additionally, you do
not provide any disclosure concerning the current developmental status of your indications
of tissue diagnosis for limb amputation and tissue diagnostics relating to critical limb
ischemia.  Please revise to remove the "Horizon applications" from the table or further
revise to provide the basis that these applications are material enough to be included in
your pipeline table at this time.
Clinical Validation and Regulatory Pathway, page 192
14.We note your response to previous comment 18, which we reissue in part.  On page 52
you state that BARDA exercised its Option 1A and 1B expansions and may exercise
further options to extend the term of the contract subject to contract milestones and
decision gates.  Please revise your disclosure to describe these milestones and decision
gates and the options.  In this regard please provide additional information or more
detailed information than Figure 9 on page 193.  Further, in your description of your
MTEC grant on page 194 you state that MTEC will pay you a firm fixed fee based upon
your achievement of certain milestones described in the agreement through April 5, 2025.
Please revise to describe these milestones.
Spectral's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Sources of Liquidity, page 218
15.We note your contract with BARDA has a potential funding of up to $96.9 million and
aggregate funding through March 31, 2023 was $47.6 million.  Please revise your
discussion to provide additional insight and analysis regarding the potential funding up to
$96.9 million if future options are executed.
The RCLF Board's Reasons for the Approval of the Business Combination, page 243
16.We note your updated disclosure on page 34 regarding your commercialization potential
in response to previous comment 3.  Please revise your similar discussion on page 244 to
also state that approval or clearance from the FDA and comparable regulatory bodies may
never be obtained.
Certain Projected Information, page 245
17.We have reviewed your response to prior comment 29 but it does not appear that the
correction to the operating expense line item on page 247 has been made.  Please revise,
accordingly.

 FirstName LastNameMichael P. Murphy
 Comapany NameRosecliff Acquisition Corp I
 July 12, 2023 Page 5
 FirstName LastName
Michael P. Murphy
Rosecliff Acquisition Corp I
July 12, 2023
Page 5
Exhibits
18.Please ensure that all material agreements, to include the Sponsor Letter Agreement, are
filed as exhibits to the registration statement.  Refer to Item 601 of Regulation S-K.
General
19.We note that the information shown on slide 29 of your investor presentation dated as of
June 22, 2023, filed as an attachment to your Form 8-K, filed June 22, 2023, appears to
differ from the information included in the prospectus.  For example, it appears the peer
company analysis on slide 30 differs from that disclosed on page 242, the pro forma
shares outstanding on page 119 is 18,338,716, whereas in the presentation it is 20.8
million and the sources and uses of funds on page 45 differs from slide 29 as well.  Please
revise to reconcile or advise.
            You may contact Michael Fay at 202-551-3812 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       P. Michelle Gasaway, Esq.

CORRESP
1
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Skadden,
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    June 27, 2023

                    VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

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Washington, D.C. 20549

    BEIJING

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    Attn:
    Michael Fay

    Terence O’Brien

    Benjamin Richie

    Margaret Schwartz

    Re:
    Rosecliff Acquisition Corp I

    Registration Statement on Form S-4

    Filed May 2, 2023

    CIK No. 0001833498

Dear Mr. Fay:

On behalf of our client, Rosecliff
Acquisition Corp I, a Delaware corporation (the “Company”), we are writing to submit the Company’s responses
to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”)
contained in the Staff’s letter dated May 26, 2023 (the “Comment Letter”), with respect to the above-referenced
draft registration statement on Form S-4 submitted on May 2, 2023 (the “Original Registration Statement”).

The Company has publicly filed
via EDGAR its Registration Statement on Form S-4 (the “Registration Statement”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the
Comment Letter is printed below in bold and is followed by the Company’s response. Capitalized terms used but not defined herein
have the meanings set forth in the Registration Statement.

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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 18 and 94 of the Registration Statement.

United States Securities and Exchange Commission

June 27, 2023

Page 2

    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 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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 17, 36, 93 and 249 of the Registration Statement.

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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 32 and 244 in the Registration Statement to indicate that Spectral’s
approval or clearance from the FDA and comparable regulatory bodies cannot be guaranteed and may take longer than expected.

    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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 31 of the Registration Statement to include a sensitivity analysis showing
the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders, based on a no redemption,
interim redemption and full redemption scenario.

    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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 13 and 44 of the Registration Statement.

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.

Response: In response to the Staff’s
comment, the Company has revised its summary of risk factors.

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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 104 of the Registration Statement.

United States Securities and Exchange Commission

June 27, 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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 109 and 114 of the Registration Statement to include the risk that, as a
result of the exclusive forum provision included in the Proposed Charter and the Warrant Agreement, 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.

Response: The Company has revised
its disclosure beginning on page 117 of the Registration Statement to provide pro forma information as of March 31, 2023. The revised
pro forma financial information reflects 17,000,000 shares assuming maximum redemptions and 880,000 Class B shares.

    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.

Response: The Company has revised
its disclosure beginning on page 117 of the Registration Statement to provide pro forma information as of March 31, 2023. In response
to the Staff’s comment, the Company has included a tabular calculation of the net tangible assets under both the no additional
redemptions and maximum redemptions scenarios. The Company notes, in response to the Staff’s comment, that on December 21, 2022,
the Company held a special meeting at which the Company’s stockholders approved an amendment to the Company’s Certificate
of Incorporation to eliminate from the Certificate of Incorporation the limitation that the Company may not redeem public shares to the
extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1)
of the Exchange Act) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem shares
of Class A Common Stock irrespective of whether such redemption would exceed the Redemption Limitation. As such, there will be no impact
to the business combination in 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 of the Second Amended and Restated Certificate of Incorporation of Rosecliff Acquisition Corp I.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages  292 and 298 of the Registration Statement.

United States Securities and Exchange Commission

June 27, 2023

Page 4

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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 166 of the Registration Statement.

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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 13 and 169 of the Registration Statement.

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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 32 and elsewhere in the Registration Statement to clarify that the data points
are pixels within an image and that a single image may contain millions of pixels.

    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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure throughout the registration statement to clarify that Spectral’s data are from
head-to-head trials and have removed any statements that may imply that the DeepView System is effective.

United States Securities and Exchange Commission

June 27, 2023

Page 5

    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 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.

Response: In

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
Page 2
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
 FirstName LastName
Michael P. Murphy
Rosecliff Acquisition Corp I
May 26, 2023
Page 5
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
Page 6
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

United States securities and exchange commission logo
November 21, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       P. Michelle Gasaway

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

CORRESP
1
filename1.htm

            Skadden, Arps, Slate, Meagher & Flom llp

            300 SOUTH GRAND AVENUE

            LOS ANGELES, CALIFORNIA 90071-3144

            ________

            TEL: (213) 687-5000

            FAX: (213) 687-5600

            www.skadden.com

            DIRECT DIAL

            (213) 687-5122

            DIRECT FAX

            (213) 621-5122

            EMAIL ADDRESS

            MICHELLE.GASAWAY@SKADDEN.COM

            November 18, 2022

            FIRM/AFFILIATE OFFICES

            -----------

            BOSTON

            CHICAGO

            HOUSTON

            NEW YORK

            PALO ALTO

            WASHINGTON, D.C.

            WILMINGTON

            -----------

            BEIJING

            BRUSSELS

            FRANKFURT

            HONG KONG

            LONDON

            MUNICH

            PARIS

            SÃO PAULO

            SEOUL

            SHANGHAI

            SINGAPORE

            TOKYO

            TORONTO

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Real Estate & Construction

    100 F Street, NE

    Washington, D.C. 20549

            Attn:

            Jeffrey Gabor

            Benjamin Holt

            Brigitte Lippmann

            Re:

            Rosecliff Acquisition Corp I

            Preliminary Proxy Statement on Schedule 14A

            Filed November 9, 2022

            File No. 001-40058

    On behalf of our client, Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of
      Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated November 18, 2022 (the “Comment Letter”), with respect to the above-referenced Preliminary Proxy Statement
      on Schedule 14A, filed on November 9, 2022 (the “Preliminary Proxy Statement”).

    The Company has filed via EDGAR Amendment No. 1 to the Preliminary Proxy Statement (“Amendment No. 1”), which reflects the Company’s responses to the comments received by the Staff and certain
      updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1.

      1

    Preliminary Proxy Statement on Schedule 14A

    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 in a target company, any price appreciation in the combined company, and the warrants, which would expire
              worthless.

    Response:  The Company respectfully acknowledges the Staff’s comment and submits that the Company’s Sponsor, Rosecliff Acquisition Sponsor I LLC, is a Delaware limited liability company with a
      principal place of business in New York. Michael P. Murphy is the managing member of Rosecliff Credit Opportunity Fund I GP, LLC, a Delaware limited liability company, which is the general partner of Rosecliff Credit Opportunity Fund I, L.P., a
      Delaware limited partnership, which is the managing member of Rosecliff Acquisition Sponsor I LLC. Each of Rosecliff Credit Opportunity Fund I GP, LLC and Rosecliff Credit Opportunity Fund I, L.P. has a principal place of business in New York. Mr.
      Murphy is a U.S. person living in New York. Additionally, to the best of the Company’s knowledge, all of the non-managing members of Rosecliff Acquisition Sponsor I LLC are U.S. persons. As such, the Company advises the Staff that the Company’s
      Sponsor is not, is not controlled by, and does not have substantial ties with a non-U.S. person. The Company will continue to monitor this inquiry but at this time does not believe that any additional disclosure is necessary.

    Verbal Comment

    Set forth below is a verbal comment provided by the Staff on November 18, 2022, followed by the Company’s response thereto:

          1.

            Please clarify whether the Company intends to hold the funds in the Trust Account in cash. If so, state when the Company intends to do so.

    Response:  The Company respectfully acknowledges the Staff’s comment. The Company has revised the Preliminary Proxy Statement on page 7, and in each instance similar disclosure arises, to
      clarify that the Company will, prior to the date of the Special Meeting, instruct Continental Stock Transfer & Trust Company to hold all funds in the Trust Account in cash until the earlier of the consummation of the Company’s initial Business
      Combination and the liquidation of the Company.

      2

    Please contact me at (213) 687-5122 should you require further information.

            Very truly yours,

            /s/ Michelle Gasaway

    Via E-mail:

            cc:

            Rosecliff Acquisition Corp I

            Michael Murphy

  3

CORRESP
1
filename1.htm

BTIG,
LLC

65 East 55th Street

New York, New York 10022

February 9, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549-3233

Attention:
Tim Levenberg

Re:  Rosecliff Acquisition Corp I

    Registration Statement
on Form S-1

    Filed January 27, 2021,
as amended

    File No. 333-252478

Dear Levenberg:

Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself
and the other underwriters, hereby joins in the request of Rosecliff Acquisition Corp I that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on February 11,
2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of
the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 150 copies of the Preliminary
Prospectus dated January 27, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail
investors and others.

The undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

* * *

[Signature Page Follows]

        Very truly yours,

    BTIG, LLC

    By:
    /s/ Joseph Passaro

        Name: Joseph Passaro

        Title: Managing Director

    As Representative of the Underwriters

[Signature Page to
Acceleration Request]

CORRESP
1
filename1.htm

ROSECLIFF ACQUISITION CORP I

767 5th Avenue 34th Floor

New York, New York 10153

February 9, 2021

VIA EMAIL & EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:  Tim Levenberg

Re:   Rosecliff Acquisition Corp I (the “Company”)

    Registration Statement on Form S-1
                                         (Registration No. 333-252478)

Dear Mr. Levenberg:

Pursuant to Rule 461(a) of the General
Rules and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-252478) be accelerated by the Securities and Exchange Commission to 4:00 p.m.
Washington D.C. time on February 11, 2021 or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call to Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5122 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    Rosecliff Acquisition Corp I

    By:
    /s/ Michael Murphy

    Name:	Michael Murphy
Title:
Chief Executive Officer

cc:  Skadden, Arps, Slate, Meagher & Flom LLP

    P. Michelle Gasaway, Esq.

cc:  Ellenoff Grossman & Schole LLP

    Richard Baumann, Esq. and Stuart Neuhauser,
Esq.

CORRESP
1
filename1.htm

        Skadden,
        Arps, Slate, Meagher & Flom llp

        300
        South Grand Avenue

        Los
        Angeles, California 90071-3144

        ________

        TEL: (213) 687-5000

        FAX: (213) 687-5600

        www.skadden.com

    FIRM/AFFILIATE

        OFFICES

        -----------

        BOSTON

        CHICAGO

        HOUSTON

        NEW
        YORK

        PALO
        ALTO

        WASHINGTON,
        D.C.

        WILMINGTON

        -----------

    DIRECT
        DIAL

        (213)
        687-5122

        DIRECT
        FAX

        (213)
        621-5122

        EMAIL
        ADDRESS

        Michelle.Gasaway@skadden.com

    BEIJING

        BRUSSELS

        FRANKFURT

        HONG
        KONG

        LONDON

        MOSCOW

        MUNICH

        PARIS

        SÃO
        PAULO

        SEOUL

        SHANGHAI

        SINGAPORE

        TOKYO

        TORONTO

February 8, 2021

VIA EDGAR

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 RE: Rosecliff Acquisition Corp I

Draft Registration Statement on
Form S-1

Filed January 27, 2021

Ladies and Gentlemen:

This letter sets forth responses of Rosecliff
Acquisition Corp I (the “Company”) to the comments of the staff of the Division of Corporation Finance
(the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter dated February
5, 2021 and the Staff’s verbal comments received telephonically on February 5, 2021, with respect to the above referenced
Draft Registration Statement on Form S-1 (the “Registration Statement”).

The text of the Staff’s comments has
been included in this letter for your convenience. For your convenience, we have also set forth the Company’s response to
each of the comments immediately below each comment.

The Company has revised the Registration
Statement in response to the Staff’s comments. The Company is concurrently filing an amendment to the Registration Statement
with this letter.

U.S. Securities and Exchange Commission

January 25, 2021

Page 2

Registration Statement on Form S-1 filed January 27, 2021

Report of Independent Registered Accounting Firm, page F-2

 1. Staff’s Comment: Please amend your registration statement to have your auditor remove the language in the
third paragraph which states “and in accordance with auditing standards generally accepted in the United States of America.”
Please refer to PCAOB Auditing Standard 3101.

Response: The Company acknowledges the
Staff’s comment and has revised the Registration Statement accordingly on page F-2.

Verbal Comments

 1. Staff’s Comment: Page 24 of the registration statement includes language which states “If we seek
stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our common
stock voted are voted in favor of the business combination.” This language is consistent with the voting standard provided
in the Form of Amendment and Restated Certificate of Incorporation filed as Exhibit 3.2 of the registration statement. Please clarify
how these presentations of the voting standard are consistent in a merger context under Delaware law.

Response: The Company
acknowledges the Staff’s comment and has revised the Registration Statement accordingly on page 24, and in each instance
similar disclosure arises, to clarify that the voting standard applies unless a greater vote is required by applicable law or stock
exchange rules. Due to the term “business combination” encompassing multiple types of transactions with different voting
standards, the stated voting standard was intended to be the minimum standard that must be satisfied in all instances. We have
also revised the Form of Amended and Restated Certificate of Incorporation to conform to the revised disclosure above.

 2. Staff’s Comment: The Form of Support Services Agreement filed as Exhibit 10.8 to the registration statement
includes language which states that the services to be provided thereunder will commence on the date the securities of the Company
are listed on the New York Stock Exchange. The Company’s disclosure in the registration statement and other exhibits states
that the securities will be listed on Nasdaq. Please clarify.

Response: The Company
acknowledges the Staff’s comment and has revised the Form of Support Services Agreement accordingly to replace the reference
to the New York Stock Exchange with the correct reference to Nasdaq.

Please contact me at (213) 687-5122
should you require further information.

    Very truly yours,

    /s/ Michelle Gasaway

Via E-mail:

cc: Rosecliff Acquisition Corp I

Michael Murphy

cc: Skadden, Arps, Slate, Meagher & Flom LLP

Griffin Drake

United States securities and exchange commission logo
February 5, 2021
Michael 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-1
Filed January 27, 2021
File No. 333-252478
Dear Mr. 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-1
Report of Independent Registered Accounting Firm, page F-2
1.Please amend your registration statement to have your auditor remove the language in the
third paragraph which states “and in accordance with auditing standards generally
accepted in the United States of America."  Please refer to PCAOB Auditing Standard
3101.

            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.

 FirstName LastNameMichael Murphy
 Comapany NameRosecliff Acquisition Corp I
 February 5, 2021 Page 2
 FirstName LastName
Michael Murphy
Rosecliff Acquisition Corp I
February 5, 2021
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Joanna Lam, Staff Accountant, at (202) 551-3476 or Craig Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on the
financial statements and related matters.  Please contact Timothy S. Levenberg, Special Counsel,
at (202) 551-3707 or, in his absence, Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-
3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michelle Gasaway, Esq.