0001213900-23-076421.txt : 20230913
0001213900-23-076421.hdr.sgml : 20230913
20230913172021
ACCESSION NUMBER: 0001213900-23-076421
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230911
FILED AS OF DATE: 20230913
DATE AS OF CHANGE: 20230913
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fan Wensheng
CENTRAL INDEX KEY: 0001992128
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40058
FILM NUMBER: 231253515
MAIL ADDRESS:
STREET 1: 3320 SPRING MOUNTAIN DRIVE
CITY: PLANO
STATE: TX
ZIP: 75025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Spectral AI, Inc.
CENTRAL INDEX KEY: 0001833498
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2515 MCKINNEY AVE #1000
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: (212) 492-3000
MAIL ADDRESS:
STREET 1: 2515 MCKINNEY AVE #1000
CITY: DALLAS
STATE: TX
ZIP: 75201
FORMER COMPANY:
FORMER CONFORMED NAME: Rosecliff Acquisition Corp I
DATE OF NAME CHANGE: 20201123
4
1
ownership.xml
X0508
4
2023-09-11
0
0001833498
Spectral AI, Inc.
MDAI
0001992128
Fan Wensheng
2515 MCKINNEY AVENUE STE. 1000
DALLAS
TX
75201
1
1
0
0
CHIEF EXECUTIVE OFFICER
0
COMMON STOCK
2023-09-11
4
J
0
145489
A
145489
D
INCENTIVE STOCK OPTION
1.03
2023-09-11
4
J
0
872938
A
2029-04-30
COMMON STOCK
872938
872938
D
INCENTIVE STOCK OPTION
2.17
2023-09-11
4
J
0
261881
A
2030-06-25
COMMON STOCK
261881
1134819
D
INCENTIVE STOCK OPTION
2.17
2023-09-11
4
J
0
87293
A
2030-06-25
COMMON STOCK
87293
1222112
D
INCENTIVE STOCK OPTION
2.17
2023-09-11
4
J
0
342192
A
2031-01-15
COMMON STOCK
342192
1564304
D
INCENTIVE STOCK OPTION
5.47
2023-09-11
4
J
0
9699
A
2031-10-08
COMMON STOCK
9699
1574003
D
INCENTIVE STOCK OPTION
4.95
2023-09-11
4
J
0
77594
A
2032-02-03
COMMON STOCK
77594
1651597
D
INCENTIVE STOCK OPTION
4.54
2023-09-11
4
J
0
22043
A
2033-04-13
COMMON STOCK
22043
1673640
D
NON-QUALIFIED STOCK OPTION
4.54
2023-09-11
4
J
0
66704
A
2033-04-13
COMMON STOCK
66704
1740344
D
On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").
The Reporting Person received these shares of Common Stock in connection with the Closing for no additional consideration.
In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).
These options are fully vested and exercisable.
The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.
These options vest and become exercisable as follows: 25% of the stock options vested on 6/25/2021, 25% vested on 6/25/2022, 25% vested on 6/25/2023, and the remainder vest on 6/25/2024.
These options vest and become exercisable as follows: 33% of the stock options vested on 1/15/2022, 33% vested on 1/15/2023, and the remainder vest on 1/15/2024.
These options vest and become exercisable as follows: 33% of the stock options vested on 10/08/2022, 33% vest on 10/8/2023, and the remainder vest on 10/08/2024.
These options vest and become exercisable as follows: 33% of the stock options vested on 02/03/2023, 33% vest on 02/03/2024, and the remainder vest on 02/03/2025.
These options vest and become exercisable as follows: 33% of the stock options vest on 04/13/2024, 33% vest on 4/13/2025, and the remainder vest on 04/13/202
/s/ Wensheng Fan
2023-09-11