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
 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
FirstName LastNameMichael P. Murphy
       liquidation to investors, such as the losses of the investment
opportunity in a target
Comapany    NameRosecliff
       company,    any price Acquisition
                             appreciationCorp
                                           in theI combined company, and the
warrants, which
May 26,would
          2023expire
                Page 2worthless.
FirstName LastName
 Michael P. Murphy
FirstName  LastNameMichael
Rosecliff Acquisition Corp I P. Murphy
Comapany
May        NameRosecliff Acquisition Corp I
     26, 2023
May 26,
Page 3 2023 Page 3
FirstName LastName
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.
 Michael P. Murphy
FirstName  LastNameMichael
Rosecliff Acquisition Corp I P. Murphy
Comapany
May        NameRosecliff Acquisition Corp I
     26, 2023
May 26,
Page 4 2023 Page 4
FirstName LastName
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
 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
FirstName LastNameMichael P. Murphy
       parties and material terms of such partnerships and file these
agreements as exhibits
Comapany    NameRosecliff
       pursuant             Acquisition
                 to Item 601(b)(10)     Corp I
                                    of Regulation S-K or explain to us why
these agreements are
May 26,not material.
         2023  Page 5
FirstName LastName
 Michael P. Murphy
FirstName  LastNameMichael
Rosecliff Acquisition Corp I P. Murphy
Comapany
May        NameRosecliff Acquisition Corp I
     26, 2023
May 26,
Page 6 2023 Page 6
FirstName LastName
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 rights.
Summary of RCLF Financial Analysis, page 221

28.      Please revise page 221 to disclose whether any comparable companies
meeting the
         selection criteria were excluded from the analyses prepared by RCLF
management, and, if
         so, the reasons for making such exclusions.
Certain Projected Information, page 225

29.      Please clarify whether the Operating Income and Adjusted EBITDA
numbers are correct,
         given Operating Income is significantly greater than Gross Profit and
Adjusted EBITDA
         is significantly lower than Operating Income. In addition, please
revise your disclosure to
 Michael P. Murphy
FirstName  LastNameMichael
Rosecliff Acquisition Corp I P. Murphy
Comapany
May        NameRosecliff Acquisition Corp I
     26, 2023
May 26,
Page 7 2023 Page 7
FirstName LastName
         include (i) projected Net Income / Loss, (ii) a reconciliation between
Net Income / Loss
         and Adjusted EBITDA, and (iii) the table of    Key Non-Financial
Metrics    referred to in
         your narrative, as it relates to the included projections.
30.      Please disclose whether there were any discussions with Spectral about
events that may
         materially negatively affect Spectral's prospects or its financial
projections for future
         performance of the business.
Exhibits

31.      You include consents for Skadden, Arps, Slate, Meagher & Flom LLP and
Reed Smith
         LLP on your Exhibit Index but no opinions rendered by these firms.
Please be sure to
         include the opinions on your Exhibit Index and file the opinions when
available. Please
         also file the employment agreements mentioned on pages 209 and 213
when available.
General

32.      We note your statement on page 97: "The Business Combination
transaction agreement
         with a prospective target may require as a closing condition that we
have a minimum net
         worth or a certain amount of cash. If too many Public Stockholders
exercise their
         redemption rights, we would not be able to meet such closing condition
and, as a result,
         would not be able to proceed with the Business Combination" and page
149: "We will
         provide the holders of the outstanding Public Shares with the
opportunity to redeem all or
         a portion of their Public Shares upon the completion of the Business
Combination either
         (i) in connection with a stockholder meeting called to approve the
Business Combination
         or (ii) by means of a tender offer. The decision as to whether we will
seek stockholder
         approval of the Business Combination or conduct a tender offer will be
made by us."
         Please revise to update this disclosure and ensure all disclosure is
up to date.
33.      Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clarify whether
recent common stock
         trading prices exceed the threshold that would allow the company to
redeem public
         warrants. Clearly explain the steps, if any, the company will take to
notify all
         shareholders, including beneficial owners, regarding when the warrants
become eligible
         for redemption. 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.
        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.
 Michael P. Murphy
Rosecliff Acquisition Corp I
May 26, 2023
Page 8

       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,

FirstName LastNameMichael P. Murphy                       Division of
Corporation Finance
                                                          Office of Industrial
Applications and
Comapany NameRosecliff Acquisition Corp I
                                                          Services
May 26, 2023 Page 8
cc:       P. Michelle Gasaway, Esq.
FirstName LastName