--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-077038" form_type: "8-K" ticker: "MDAI" cik: "0001833498" company_name: "Spectral AI, Inc." filed_at: "2023-09-15T23:59:59+00:00" generated_at: "2026-06-10T16:36:41.717161+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Spectral AI completes business combination with Spectral MD; begins trading on Nasdaq Sept 12 ## Summary - Business Combination closed Sept 11; RCLF renamed Spectral AI, Inc.; common stock and warrants trade on Nasdaq as MDAI and MDAIW. - 178,231 shares redeemed at ~$10.38/share; 15,688,268 shares outstanding post-close. - Pre-Closing Financing raised $3.351M from qualified institutional buyers and accredited investors. - Top shareholders: ELS 1960 Family 26.51%, John Michael DiMaio 15.79%, directors/officers 11.54%, Sponsor 5.8%. - Directors and executive officers named: Wensheng Fan, Michael P. Murphy, Jeffrey Thatcher, among others. ## SEC filing metadata - accession: 0001213900-23-077038 - form_type: 8-K - ticker: MDAI - cik: 0001833498 - company_name: Spectral AI, Inc. - filed_at: 2023-09-15T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 5.06, 9.01, 5.02, 3.03, 4.01, 5.01, 5.03, 5.05, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/ea185228-8k_spectral.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-077038 - JSON: https://secwatch.observer/filing/0001213900-23-077038.json - Plain text: https://secwatch.observer/filing/0001213900-23-077038.txt ## Key facts - Auditor Changes Spectral AI, Inc. engaged KPMG LLP as its auditor. - Action: engagement - Auditor: KPMG LLP source text: On September 11, 2023, the Board approved the engagement of KPMG LLP (" KPMG ") and appointed KPMG as the Company's independent registered public accounting firm evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Auditor Changes Spectral AI, Inc. dismissed WithumSmith+Brown, PC as its auditor. - Action: dismissal - Auditor: WithumSmith+Brown, PC - Successor: KPMG LLP source text: On September 11, 2023, the audit committee of the Board (the " Audit Committee ") approved the dismissal of WithumSmith+Brown, PC evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Executive change Wensheng Fan was appointed as Director at Spectral AI, Inc.. - Action: appointed - Role: Director source text: the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Executive change Deepak Sadagopan was appointed as Director at Spectral AI, Inc.. - Action: appointed - Role: Director source text: the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Executive change Wensheng Fan was appointed as Chief Executive Officer at Spectral AI, Inc.. - Action: appointed - Role: Chief Executive Officer source text: the following individuals were appointed to serve as executive officers of the Company: Name Position Wensheng Fan Chief Executive Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Executive change Martin Mellish was appointed as Director at Spectral AI, Inc.. - Action: appointed - Role: Director source text: the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Executive change Niko Pagoulatos was appointed as Chief Operating Officer at Spectral AI, Inc.. - Action: appointed - Role: Chief Operating Officer source text: Niko Pagoulatos, Ph.D. Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Executive change Jeffrey Thatcher was appointed as Chief Scientist at Spectral AI, Inc.. - Action: appointed - Role: Chief Scientist source text: Jeffrey Thatcher, Ph.D. Chief Scientist evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Executive change Cynthia Cai was appointed as Director at Spectral AI, Inc.. - Action: appointed - Role: Director source text: the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Executive change Richard Cotton was appointed as Director at Spectral AI, Inc.. - Action: appointed - Role: Director source text: the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Executive change Nils Windler was appointed as Chief Financial Officer at Spectral AI, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Nils Windler Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Executive change Vincent Capone was appointed as General Counsel and Corporate Secretary at Spectral AI, Inc.. - Action: appointed - Role: General Counsel and Corporate Secretary source text: Vincent Capone General Counsel and Corporate Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Governance Changes Spectral AI, Inc.: Board adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2023-09-11). - Change: code of ethics - Effective: 2023-09-11 source text: On September 11, 2023, the Board adopted a new Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - Governance Changes Spectral AI, Inc.: As a result of the business combination, RCLF ceased to be a shell company upon the closing (effective 2023-09-11). - Change: shell status - Effective: 2023-09-11 source text: As a result of the Business Combination, RCLF ceased to be a shell company upon the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm - M&A Transactions Spectral AI, Inc. underwent a change of control involving Rosecliff Acquisition Corp I for each share of Spectral common stock cancelled and converted into the right to receive 1 share of Common Stock of the Combined Company (closed 2023-09-11). - Action: change of control - Counterparty: Rosecliff Acquisition Corp I - Consideration: each share of Spectral common stock cancelled and converted into the right to receive 1 share of Common Stock of the Combined Company - Closing: 2023-09-11 source text: rea code) Rosecliff Acquisition Corp I 767 Fifth Avenue, 34th Floor New York, NY 10153 (Former name or former address, if changed since evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023077038/0001213900-23-077038-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.