0001213900-23-076429.txt : 20230913 0001213900-23-076429.hdr.sgml : 20230913 20230913172350 ACCESSION NUMBER: 0001213900-23-076429 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230911 FILED AS OF DATE: 20230913 DATE AS OF CHANGE: 20230913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Windler Nils CENTRAL INDEX KEY: 0001992144 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40058 FILM NUMBER: 231253542 MAIL ADDRESS: STREET 1: 8602 NAPA LANDING CITY: SAN ANTONIO STATE: TX ZIP: 78015 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 0001992144 Windler Nils 2515 MCKINNEY AVENUE STE. 1000 DALLAS TX 75201 0 1 0 0 CHIEF FINANCIAL OFFICER 0 INCENTIVE STOCK OPTION 5.26 2023-09-11 4 J 0 96993 A 2031-12-17 COMMON STOCK 96993 96993 D INCENTIVE STOCK OPTION 4.54 2023-09-11 4 J 0 12932 A 2033-04-13 COMMON STOCK 12932 109925 D NON-QUALIFIED STOCK OPTION 4.54 2023-09-11 4 J 0 6466 A 2033-04-13 COMMON STOCK 6466 116391 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"). These options vest and become exercisable as follows: 33% of the stock options vested on 12/17/2022; 33% vest on 12/17/2023; and the remainder vest on 12/17/2024. 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: 33% of the stock options vest on 4/13/2024; 33% vest on 4/13/2025; and the remainder vest on 4/13/2026. /s/ Nils Wilder 2023-09-11 EX-24 2 ea185144ex24-1_spectral.htm POWER OF ATTORNEY

Exhibit 24

 

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Spectral AI, Inc., a Delaware corporation (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder;

 

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the SEC and any stock exchange or similar authority; and

 

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9 day of August, 2023.

 

  /s/ Nils Windler

 

 

 

 

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

1.Wensheng Fan
2.Nils Windler
3.Vincent Capone