Spectral AI, Inc. current report, 22 January 2023

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Filing Overview

This Form 8-K was filed by Rosecliff Acquisition Corp I, not Spectral AI, Inc. The report concerns an event dated January 22, 2023, and was signed on February 3, 2023. The company reported a Nasdaq listing deficiency following substantial redemptions of its Class A common stock.

Material Event and Listing Status

  • Nasdaq notified the company that it was not in compliance with Listing Rule 5550(a)(4), which requires at least 500,000 publicly held shares for the Nasdaq Capital Market.
  • The notice was a deficiency notification and did not constitute an imminent delisting.
  • The company had until March 9, 2023, to submit a plan to achieve and maintain compliance.
  • The company stated that it intended to submit the required plan. If Nasdaq rejected the plan, the company could appeal to a Nasdaq Hearings Panel.

Capital Structure and Redemptions

  • At a special meeting held on December 21, 2022, stockholders elected to redeem 24,841,284 shares of Class A common stock.
  • The redemptions represented approximately 98.2% of the issued and outstanding Class A common stock.
  • The filing does not provide clear post-redemption share counts, cash balances, revenue, profit, cash flow, margins, debt, or liquidity figures.

Outlook, Risks, and Unusual Items

  • Management’s stated objective was to address Nasdaq compliance within the applicable timeframe.
  • The filing identifies risks related to the company’s ability to enter into and consummate a business combination agreement and to satisfy Nasdaq listing requirements.
  • Failure to regain compliance could result in further Nasdaq proceedings, including possible delisting, subject to appeal rights.
  • The filing includes customary forward-looking statement disclaimers and does not provide operating or financial guidance.

Investor Verification Items

  • Confirm that the filing relates to Rosecliff Acquisition Corp I rather than Spectral AI, Inc.
  • Verify the company’s post-redemption number of publicly held shares and whether it submitted a compliance plan by March 9, 2023.
  • Check subsequent SEC filings and Nasdaq notices for the outcome of the deficiency, any appeal, and the company’s listing status.
  • Review subsequent filings for the status of a business combination, available trust or other funds, and any additional redemptions or capital transactions.