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