As filed with the Securities and Exchange Commission on November 21, 2023 Registration No. 333-275218 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ Spectral AI, Inc. (Exact name of registrant as specified in its charter) ____________________________ | Delaware | 8731 | 85-3987148 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SPECTRAL AI, INC. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or organization) 2515 McKinney Avenue, Suite 1000 Dallas, Texas 75201 (Address of principal executive offices) For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15( ...

As filed with the Securities and Exchange Commission on October 30, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ Spectral AI, Inc. (Exact name of registrant as specified in its charter) ____________________________ | Delaware | 8731 | 85-3987148 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | ...

Commission file number: 001-40058 ROSECLIFF ACQUISITION CORP I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact Name of Registrant as Specified in Its Charter) | Delaware | 85-3987148 | | --- | --- | | ...

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 (MARK ONE) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40058 ROSECLIFF ACQUISITION CORP I (Exact Name of Registrant as Specified in Its Charter) | Delaware | 85-3987148 | | --- | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40058 ROSECLIFF ACQUISITION CORP I (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporati ...

For the transition period from to UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40058 ROSECLIFF ACQUISITION CORP I (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorpora ...

Financial Performance - For the three months ended March 31, 2022, the company reported a net income of $7,053,847, driven by a change in fair value of warrant liabilities of $7,514,642 and interest earned on investments held in the Trust Account of $4,329, offset by formation and operating costs of $465,124 [134]. - For the three months ended March 31, 2021, the company reported a net income of $3,221,641, which included a change in fair value of warrant liabilities of $3,810,600 and interest income of $7,140 [135]. - The company incurred cash used in operating activities of $303,514 for the three months ended March 31, 2022 [137]. Trust Account and Investments - As of March 31, 2022, the company had U.S. Treasury Funds held in the Trust Account amounting to $253,031,569, consisting of fixed income securities [139]. - The company generated gross proceeds of $253,000,000 from the Initial Public Offering of 25,300,000 Units at $10.00 per Unit, along with an additional $7,060,000 from the sale of 4,706,667 Private Placement Warrants at $1.50 each [136]. Financial Position - The company had a working capital deficit of $2,287,950 as of March 31, 2022, with $465,918 in its operating bank account [140]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2022 [145]. Business Combination and Going Concern - The company has until February 17, 2023, to consummate a Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed by that date [142]. - The underwriters are entitled to a deferred fee of $0.35 per Unit, totaling $8,855,000, payable only if the company completes a Business Combination [147]. Accounting Standards - The company recognizes 8,433,333 Public Warrants and 4,706,667 Private Placement Warrants as liabilities at fair value, subject to re-measurement at each balance sheet date [150]. - The FASB issued ASU No. 2020-06 in August 2020, simplifying accounting for convertible instruments and affecting diluted earnings per share calculations [155]. - ASU 2020-06 will be effective for fiscal years beginning after December 15, 2023, with early adoption permitted [155]. - Management does not anticipate any material effects on financial statements from other recently issued accounting standards [156].

Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the transition period from to To Commission File No. 001-40058 ROSECLIFF ACQUISITION CORP I (Exact name of registrant as specified in its charter) | Delaware | 85-3987148 | | --- | --- | | ( ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40058 ROSECLIFF ACQUISITION CORP I (Exact Name of Registrant as Specified in Its Charter) | Delaware | 85-3987148 | | --- | --- | | (St ...