0001213900-23-076423.txt : 20230913
0001213900-23-076423.hdr.sgml : 20230913
20230913172147
ACCESSION NUMBER: 0001213900-23-076423
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: Mellish Martin C.B.
CENTRAL INDEX KEY: 0001992320
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40058
FILM NUMBER: 231253527
MAIL ADDRESS:
STREET 1: 13 BERRILL FARMS LN
CITY: HANOVER
STATE: NH
ZIP: 03755
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
0001992320
Mellish Martin C.B.
2515 MCKINNEY AVENUE STE. 1000
DALLAS
TX
75201
1
0
0
0
0
RESTRICTED STOCK UNITS
4.49
2023-09-11
4
J
0
19398
A
COMMON STOCK
19398
19398
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").
Each restricted stock unit ("RSUs") represents a contingent right to receive one share of Common Stock. In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding RSUs.
The RSUs vest as follows: 50% of the RSUs vest on 4/13/2024, 25% vest on 4/13/2025, and the remainder vest on 4/13/2026.
The RSUs do not expire, as they convert to shares of Common Stock once vested.
The Reporting Person received these securities in connection with the Closing, for no additional consideration.
/s/ Martin Mellish
2023-09-11