Spectral AI (MDAI) S-4/A Registration of securities issued in business combination transactions (amended)

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Amendment No. 1 to Form S-4 of our report dated March 31, 2023 relating to the financial statements of Rosecliff Acquisition Corp I, which contains an explanatory paragraph about the Company's ability to continue as a going concern, which is contained in that Prospectus. We also consent to the reference to our Firm under the caption “Experts” in the Prospectus.

/s/ WithumSmith+Brown, PC

New York, New York

June 27, 2023