Spectral AI (MDAI) S-1/A 18 Dec 23 IPO registration (amended) Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Sep. 30, 2023
Document Information Line Items
Entity Registrant Name	Spectral AI, Inc.
Document Type	S-1/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 3
Entity Central Index Key	0001833498
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Cash	$ 7,348,000	$ 14,174,000
Accounts receivable, net	1,312,000	2,294,000
Prepaid expenses	1,755,000	331,000
Inventory	220,000
Total current assets	11,356,000	17,687,000
Unbilled revenue	127,000	618,000
Other current assets	594,000	270,000
Total Assets	12,331,000	18,716,000
Accrued expenses	3,983,000	2,631,000
Accounts payable	3,275,000	2,759,000
Deferred revenue	795,000
Lease liabilities, short-term	813,000	680,000
Notes payable	632,000	175,000
Total current liabilities	10,647,000	6,374,000
Lease liabilities, long-term	228,000	346,000
Warrant liabilities	1,149,000	129,000
Total Liabilities	10,875,000	6,720,000
STOCKHOLDERS’ DEFICIT
Preferred stock, value
Common stock, value	2,000	1,000
Additional paid-in capital	30,696,000	23,929,000
Accumulated deficit	(29,242,000)	(11,934,000)
Total stockholders’ equity	1,456,000	11,996,000	$ 13,753,000
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT	12,331,000	18,716,000
Non-current assets:
Property and equipment, net	14,000	21,000
Right-of-use assets	$ 961,000	1,008,000
ROSECLIFF ACQUISITION CORP I
ASSETS
Cash		785,038	769,432
Prepaid expenses		153,575	313,125
Total current assets		938,613	1,082,557
Investments and cash held in Trust Account		4,626,107	253,027,240
Total Assets		5,564,720	254,109,797
Accrued expenses		3,352,296	2,908,800
Accrued offering costs			12,000
Income taxes payable		255,297
Due to Sponsor		16,152	16,152
Total current liabilities		3,623,745	2,936,952
Warrant liabilities		394,200	10,142,642
Deferred underwriting fee payable		8,855,000	8,855,000
Total Liabilities		12,872,945	21,934,594
Commitments and contingencies
Class A common stock subject to possible redemption		4,787,977	253,000,000
STOCKHOLDERS’ DEFICIT
Preferred stock, value
Additional paid-in capital
Accumulated deficit		(12,096,835)	(20,825,430)
Total stockholders’ equity		(12,096,202)	(20,824,797)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT		5,564,720	254,109,797
ROSECLIFF ACQUISITION CORP I | Class A Common Stock
STOCKHOLDERS’ DEFICIT
Common stock, value
ROSECLIFF ACQUISITION CORP I | Class B Common Stock
STOCKHOLDERS’ DEFICIT
Common stock, value		$ 633	$ 633

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001
Common stock, shares authorized	80,000,000
Common stock, shares outstanding	13,127,472
Common stock, shares issued	13,127,472
ROSECLIFF ACQUISITION CORP I
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
ROSECLIFF ACQUISITION CORP I | Class A Common Stock
Common stock subject to possible redemption	458,716	25,300,000
Common stock subject to possible redemption, per share (in Dollars per share)	$ 10.44	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	80,000,000	80,000,000
Common stock, shares outstanding
ROSECLIFF ACQUISITION CORP I | Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares outstanding	6,325,000	6,325,000
Common stock, shares issued	6,325,000	6,325,000

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
General and administrative	$ 5,638,000	$ 3,478,000	$ 15,499,000	$ 9,207,000
Operating loss	(4,166,000)	(251,000)	(10,055,000)	(878,000)
Other income (expense):
Net interest income	42,000	2,000	128,000	1,000
Foreign exchange transaction loss, net	(24,000)	(51,000)	(11,000)	(255,000)
Other expense		(17,000)
Change in fair value of warrant liability	1,069,000	22,000	1,004,000	50,000
Transaction costs	(7,604,000)		(8,342,000)
Total other income (expense), net	(6,517,000)	(44,000)	(7,221,000)	(204,000)
Loss before income taxes	(10,683,000)	(295,000)	(17,276,000)	(1,082,000)
Income tax benefit (provision)	54,000	(85,000)	(32,000)	(91,000)
Net loss	$ (10,629,000)	$ (380,000)	$ (17,308,000)	$ (1,173,000)
Weighted average common shares outstanding
Weighted average shares outstanding (in Shares)	13,822,990	13,145,834	13,410,287	13,127,825
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.77)	$ (0.03)	$ (1.29)	$ (0.09)
Research and development revenue	$ 3,440,000	$ 7,038,000	$ 12,769,000	$ 19,272,000
Cost of revenue	(1,968,000)	(3,811,000)	(7,325,000)	(10,943,000)
Gross profit	1,472,000	3,227,000	5,444,000	8,329,000
Operating costs and expenses:
Total operating costs and expenses	$ 5,638,000	$ 3,478,000	$ 15,499,000	$ 9,207,000
Rosecliff Acquisition Corp I
General and administrative					$ 1,251,036	$ 3,420,593
Operating loss					(1,251,036)	(3,420,593)
Other income (expense):
Change in fair value of warrant liability					9,748,442	1,683,358
Transaction costs						(438,283)
Interest earned on investment held in Trust Account					3,155,965	27,240
Total other income (expense), net					12,904,407	1,272,315
Loss before income taxes					11,653,371	(2,148,278)
Income tax benefit (provision)					(614,297)
Net loss					$ 11,039,074	$ (2,148,278)
Rosecliff Acquisition Corp I | Class A Common Stock
Weighted average common shares outstanding
Weighted average shares outstanding (in Shares)					25,095,264	21,972,877
Basic and diluted net income (loss) per share (in Dollars per share)					$ 0.35	$ (0.08)
Rosecliff Acquisition Corp I | Class B Common Stock
Weighted average common shares outstanding
Weighted average shares outstanding (in Shares)					6,325,000	6,216,507
Basic and diluted net income (loss) per share (in Dollars per share)					$ 0.35	$ (0.08)

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Diluted net income (loss) per share	$ (0.77)	$ (0.03)	$ (1.29)	$ (0.09)
Weighted average common shares outstanding diluted (in Shares)	13,822,990	13,145,834	13,410,287	13,127,825
Rosecliff Acquisition Corp I | Class A Common Stock
Diluted net income (loss) per share					$ 0.35	$ (0.08)
Weighted average common shares outstanding diluted (in Shares)					25,095,264	21,972,877
Rosecliff Acquisition Corp I | Class B Common Stock
Diluted net income (loss) per share					$ 0.35	$ (0.08)
Weighted average common shares outstanding diluted (in Shares)					6,325,000	6,216,507

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($)	Rosecliff Acquisition Corp I Class A Common Stock	Rosecliff Acquisition Corp I Class B Common Stock	[1]	Rosecliff Acquisition Corp I Additional Paid-in Capital	Rosecliff Acquisition Corp I Accumulated Deficit	Rosecliff Acquisition Corp I	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 633		$ 24,367	$ (675)	$ 24,325
Balance (in Shares) at Dec. 31, 2020		6,325,000
Cash paid in excess of fair value of Private Placement warrants				2,824,000		2,824,000
Accretion of Class A common stock to redemption amount				(2,848,367)	(18,676,477)	(21,524,844)
Net income (loss)					(2,148,278)	(2,148,278)
Balance at Dec. 31, 2021		$ 633			(20,825,430)	(20,824,797)	$ 1,000	$ 22,774,000	$ (9,022,000)	$ 13,753,000
Balance (in Shares) at Dec. 31, 2021		6,325,000					13,097,404
Balance							$ 135,000	22,640,000	(9,022,000)	13,753,000
Balance (in Shares)							135,034,564
Retroactive application of recapitalization							$ (134,000)	134,000
Retroactive application of recapitalization (in Shares)							(121,937,160)
Stock-based compensation								333,000		333,000
Stock-based compensation (in Shares)							18,186
Net income (loss)									(528,000)	(528,000)
Balance at Mar. 31, 2022							$ 1,000	23,107,000	(9,550,000)	13,558,000
Balance (in Shares) at Mar. 31, 2022							13,115,590
Balance at Dec. 31, 2021		$ 633			(20,825,430)	(20,824,797)	$ 1,000	22,774,000	(9,022,000)	13,753,000
Balance (in Shares) at Dec. 31, 2021		6,325,000					13,097,404
Net income (loss)										(1,173,000)
Balance at Sep. 30, 2022							$ 1,000	23,648,000	(10,195,000)	13,454,000
Balance (in Shares) at Sep. 30, 2022							13,145,900
Balance at Dec. 31, 2021		$ 633			(20,825,430)	(20,824,797)	$ 1,000	22,774,000	(9,022,000)	13,753,000
Balance (in Shares) at Dec. 31, 2021		6,325,000					13,097,404
Accretion of Class A common stock to redemption amount					(2,310,479)	(2,310,479)
Net income (loss)					11,039,074	11,039,074
Balance at Dec. 31, 2022		$ 633			(12,096,835)	(12,096,202)	$ 1,000	23,929,000	(11,934,000)	11,996,000
Balance (in Shares) at Dec. 31, 2022		6,325,000					13,127,472
Balance at Mar. 31, 2022							$ 1,000	23,107,000	(9,550,000)	13,558,000
Balance (in Shares) at Mar. 31, 2022							13,115,590
Stock-based compensation								294,000		294,000
Stock-based compensation (in Shares)							18,186
Net income (loss)									(265,000)	(265,000)
Balance at Jun. 30, 2022							$ 1,000	23,401,000	(9,815,000)	13,587,000
Balance (in Shares) at Jun. 30, 2022							13,133,776
Stock-based compensation								247,000		247,000
Stock-based compensation (in Shares)							12,124
Net income (loss)									(380,000)	(380,000)
Balance at Sep. 30, 2022							$ 1,000	23,648,000	(10,195,000)	13,454,000
Balance (in Shares) at Sep. 30, 2022							13,145,900
Balance							$ 135,000	23,795,000	(11,934,000)	11,996,000
Balance (in Shares)							135,409,564
Retroactive application of recapitalization							$ (134,000)	134,000
Retroactive application of recapitalization (in Shares)							(122,282,092)
Balance at Dec. 31, 2022		$ 633			(12,096,835)	(12,096,202)	$ 1,000	23,929,000	(11,934,000)	11,996,000
Balance (in Shares) at Dec. 31, 2022		6,325,000					13,127,472
Stock-based compensation								300,000		300,000
Stock-based compensation (in Shares)							54,558
Stock option exercises
Stock option exercises (in Shares)							10,129
Net income (loss)									(3,609,000)	(3,609,000)
Balance at Mar. 31, 2023							$ 1,000	24,229,000	(15,543,000)	8,687,000
Balance (in Shares) at Mar. 31, 2023							13,192,159
Balance at Dec. 31, 2022		$ 633			$ (12,096,835)	$ (12,096,202)	$ 1,000	23,929,000	(11,934,000)	$ 11,996,000
Balance (in Shares) at Dec. 31, 2022		6,325,000					13,127,472
Stock option exercises (in Shares)										126,247
Net income (loss)										$ (17,308,000)
Balance at Sep. 30, 2023							$ 2,000	30,696,000	(29,242,000)	1,456,000
Balance (in Shares) at Sep. 30, 2023							15,688,268
Balance at Mar. 31, 2023							$ 1,000	24,229,000	(15,543,000)	8,687,000
Balance (in Shares) at Mar. 31, 2023							13,192,159
Stock-based compensation								396,000		396,000
Stock-based compensation (in Shares)							12,124
Stock option exercises								6,000		6,000
Stock option exercises (in Shares)							5,819
Net income (loss)									(3,070,000)	(3,070,000)
Balance at Jun. 30, 2023							$ 1,000	24,631,000	(18,613,000)	6,019,000
Balance (in Shares) at Jun. 30, 2023							13,210,102
Issuance of common stock upon Business Combination							$ 1,000	(2,375,000)		(2,374,000)
Issuance of common stock upon Business Combination (in Shares)							1,160,485
Issuance of common stock to settle accounts payable								150,000		150,000
Issuance of common stock to settle accounts payable (in Shares)							33,333
Issuance of shares for transaction costs								1,800,000		1,800,000
Issuance of shares for transaction costs (in Shares)							400,000
Commitment to issue shares for transaction costs								2,550,000		2,550,000
Private placement equity issuance								3,351,000		3,351,000
Private placement equity issuance (in Shares)							744,667
Stock-based compensation								279,000		279,000
Stock-based compensation (in Shares)
Stock option exercises								310,000		310,000
Stock option exercises (in Shares)							139,681
Net income (loss)									(10,629,000)	(10,629,000)
Balance at Sep. 30, 2023							$ 2,000	$ 30,696,000	$ (29,242,000)	$ 1,456,000
Balance (in Shares) at Sep. 30, 2023							15,688,268
[1]On February 11, 2021, the Company effected a 1:1.1 stock split of its Class B common stock, resulting in an aggregate of 6,325,000 shares outstanding. All share and per -share

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (17,308,000)	$ (1,173,000)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense	7,000	6,000
Stock-based compensation	975,000	874,000
Amortization of right-of-use assets	530,000	377,000
Issuance of shares for transaction costs	1,800,000
Commitment to issue shares for transaction costs	2,550,000
Change in fair value of warrant liabilities	(1,004,000)	(50,000)
Transaction costs allocated to warrant liabilities	8,342,000
Accounts receivable	982,000	(317,000)
Inventory	(220,000)
Unbilled revenue	491,000	(1,502,000)
Prepaid expenses	(469,000)	753,000
Other assets	(197,000)	(188,000)
Accounts payable	(554,000)	886,000
Accrued expenses	1,225,000	(76,000)
Deferred revenue	795,000
Lease liabilities	(468,000)	(453,000)
Net cash used in operating activities	(10,865,000)	(863,000)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock for Equity Raise	3,351,000
Cash received in Business Combination	660,000
Payments for notes payable	(288,000)	(651,000)
Stock option exercises	316,000
Net cash provided by (used in) financing activities	4,039,000	(651,000)
Net decrease in cash	(6,826,000)	(1,514,000)
Cash	14,174,000	16,121,000	$ 16,121,000
Cash	7,348,000	14,607,000	14,174,000	$ 16,121,000
Supplemental cash flow information:
Cash paid for interest	6,000	19,000
Cash paid for taxes	114,000	53,000
Recognition of Right-of-use assets and related lease liabilities upon adoption of ASC 842		624,000
Recognition of Right-of-use assets and related lease liabilities upon lease amendment	483,000
Issuance of common stock for net liabilities upon Business Combination	3,034,000
Prepaid asset acquired, net of cancellation, for debt and accounts payable	955,000	376,000
Issuance of common stock to settle accounts payable	150,000
Rosecliff Acquisition Corp I [Member]
Cash Flows from Operating Activities:
Net loss			11,039,074	(2,148,278)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities			(9,748,442)	(1,683,358)
Transaction costs allocated to warrant liabilities				438,283
Interest earned on investments held in Trust Account			(3,155,965)	(27,240)
Prepaid expenses			159,550	(313,125)
Accrued expenses			443,496	2,908,125
Accrued offering costs			(12,000)
Income taxes payable			255,297
Net cash used in operating activities			(1,018,990)	(825,593)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes			1,034,596
Cash withdrawn from Trust Account in connection with redemptions			250,522,502
Investment of cash in Trust Account				(253,000,000)
Net cash provided by (used in) investing activities			251,557,098	(253,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid				247,940,000
Proceeds from sale of Private Placements Warrants				7,060,000
Proceeds from promissory note – related party				109,152
Repayments of promissory note – related party				(133,000)
Payment of offering costs				(381,127)
Redemptions of common stock			(250,522,502)
Net cash provided by (used in) financing activities			(250,522,502)	254,595,025
Net decrease in cash			15,606	769,432
Cash	$ 785,038	$ 769,432	769,432
Cash			785,038	769,432
Supplemental cash flow information:
Offering costs included in accrued offering costs				12,000
Income taxes paid			359,000
Payment of accrued expenses through promissory note				16,152
Deferred underwriting fee payable				$ 8,855,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Description of Organization and Business Operations [Line Items]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	1. ORGANIZATION, NATURE OF BUSINESS AND LIQUIDITY Business Combination Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp I (“Spectral AI” or the “Company”) was formed as a blank check company on November 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 11, 2023, the Company consummated a business combination (the “Business Combination”), pursuant to the business combination agreement dated April 11, 2023 (the “Business Combination Agreement”) by and among the Company, Ghost Merger Sub I, a Delaware Corporation, Ghost Merger Sub II, a Delaware corporation and Spectral MD Holdings, Ltd., a Delaware corporation incorporated on March 9, 2009 and headquartered in Dallas, Texas (“Legacy Spectral”). Upon closing of the Business Combination (the “Closing”), in sequential order: (a) Ghost Merger Sub I merged with and into the Legacy Spectral, with Legacy Spectral continuing as the surviving company as a wholly owned subsidiary of the Company (the “Spectral Merger”) and then, (b) Legacy Spectral merged with and into Ghost Merger Sub II (renamed Spectral MD Holdings LLC) (the “SPAC Merger”, together with the Spectral Merger (the “Business Combination”)), with Ghost Merger Sub II surviving the SPAC Merger as a direct wholly -owned In conjunction with the Business Combination, the Company cancelled the redeemable warrants that it issued to Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), in a private placement (the “Private Warrants”) in connection with the Company’s initial public offering on February 17, 2021 (the “Initial Public Offering”) at Closing, but the 8,433,333 redeemable warrants issued to the public in the Initial Public Offering (the “Public Warrants”) remain outstanding. Prior to the Business Combination, Rosecliff had 280,485 Prior to the Business Combination, Legacy Spectral’s shares of common stock, par value $0.001 per share (“Legacy Spectral Common Stock”) were listed on the AIM market on the London Stock Exchange (delisted on September 7, 2023). In September 2023, prior to the Closing, Legacy Spectral issued 7,679,198 shares of Legacy Spectral Common Stock to certain investors in a private placement, in exchange for $3.4 million (the “Equity Raise”).Upon the Closing, all of Legacy Spectral’s issued and outstanding 145,380,871 shares of Legacy Spectral Common Stock, including the shares from the Equity Raise, were exchanged for 14,094,450 On September 12, 2023, the Company began trading the Company Common Stock and the Public Warrants on the NASDAQ Capital Market (“NASDAQ”) under the symbols “MDAI” and “MDAIW”, respectively. Prior to the Business Combination, the Company’s shares of Company Common Stock and Public Warrants were listed on the NASDAQ under the symbols “RCLF” and “RCLFW”, respectively. Nature of Operations Spectral AI is devoting substantially all of its efforts towards research and development of its DeepView ® generated any product revenue to date. The Company currently generates revenue from contract development and research services by providing such services to governmental agencies, primarily to the Biomedical Advanced Research and Development Authority (“BARDA”) and under a contract with Medical Technology Enterprise Consortium (“MTEC”). In September 2023, the Company executed its third contract with BARDA for a multi -year -year In April, 2023, the Company received a $4.0 million grant from MTEC for a project that is expected to be completed by April 2025 (the “MTEC Agreement”). The MTEC project is for the development of a handheld device for the DeepView System which is to be used to support military battlefield burn evaluation. The project has three phases, beginning with planning, design and testing, followed by development, design modification and buildout of the handheld device, and then the manufacturing of the handheld device. The Company operates in one segment. Liquidity As of September 30, 2023 and December 31, 2022, the Company had approximately $7.3 million and $14.2 million, respectively, in cash, and an accumulated deficit of $29.2 million and $11.9 million, respectively. The Company has historically funded its operations through the issuance of notes and the sale of preferred stock and common stock. Together with the new PBS BARDA Contract, executed in September 2023, for a total value of up to $149 million, the Company’s total potential support from BARDA is nearly $250 million if all future options are executed. The base phase of the PBS BARDA Contract, valued at $55 million, was exercised concurrently with the contract award in September 2023. To date, for the 2013 and 2019 BARDA contracts, the Company has committed funding of $101 million of which the Company has received $99 million. In April, 2023, we received a $4.0 million grant under the MTEC Agreement. See Research and Development Revenue below. With the PBS BARDA Contract and the MTEC Agreement, the Company believes it will have sufficient working capital to fund operations for at least one year beyond the release date of the condensed consolidated financial statements.
Rosecliff Acquisition Corp I [Member]
Description of Organization and Business Operations [Line Items]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS		NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Rosecliff Acquisition Corp I (the “Company”) is a blank check company incorporated in Delaware on November 17, 2020. The Company was formed for the purpose of effecting an initial Business Combination. The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from November 17, 2020 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated the Initial Public Offering of 25,300,000 Units, which includes the full exercise by the underwriters of their over -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,706,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Rosecliff Acquisition Sponsor I LLC (the “Sponsor”) generating gross proceeds of $7,060,000, which is described in Note 4. Transaction costs amounted to $14,373,127, consisting of $5,060,000 in cash underwriting fees, $8,855,000 in deferred underwriting fees, and $458,127 of other offering costs. Following the closing of the Initial Public Offering on February 17, 2021, an amount of $253,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets that together have a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post -transaction The Company will provide the Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.00 per Public Share, plus The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination by the Expiration Date (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre -business The Company will have until the Expiration Date to complete the Business Combination. If the Company has not completed a Business Combination by the Expiration Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share divided by The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination by the Expiration Date. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Expiration Date. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination by the Expiration Date, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable; provided -party Extension of the Expiration Date In connection with the Company’s special meeting of stockholders held on December 21, 2022, the Company’s stockholders approved (A) the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must either (i) consummate the initial Business Combination, or (ii) cease its operations, except for the purpose of winding up if it fails to complete such initial Business Combination, and redeem all of the shares of Class A common stock, and all of the shares of Class B common stock, included as part of the units sold in the Company’s initial public offering that was consummated on February 17, 2021, from February 17, 2023 to February 17, 2024 and (B) the proposal to amend the amended and restated certificate of incorporation to eliminate the Redemption Limitation in order to allow the Company to redeem shares of Class A common stock irrespective of whether such redemption would exceed the Redemption Limitation. The redemption of funds from the trust account occurred on December 27, 2022, approved by the stockholders on December 21, 2022, when the trustee, CST, transferred the whole amount of the trust to an intermediary account in the custody of trustee to be distributed to redeeming stockholders on December 28, 2022. Liquidity and Going Concern As of December 31, 2022, the Company had $785,038 in its operating bank account and a working capital deficit of $2,847,001. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliated of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). In connection with the Company’s assessment of going concern considerations in accordance with FASB ASU (“ASU”) 205 -40

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Legacy Spectral was determined as the accounting acquirer and the Company as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of a capital transaction in which Legacy Spectral issued stock for the net assets of the Company. Upon the Closing, the net assets of the Company are stated at fair value, with no goodwill or other intangible assets recorded. See Note 3. Legacy Spectral was determined to be the accounting acquiror based on evaluation of the following facts and circumstances: (i) (ii) (iii) (iv) (v) All historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of Legacy Spectral at their historical values as if Legacy Spectral is the predecessor to the Company. The unaudited condensed consolidated financial statements following the Closing reflect the results of the combined entity’s operations. All issued and outstanding shares of Legacy Spectral Common Stock and warrants, stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) of Legacy Spectral and the per share amounts contained in the unaudited condensed consolidated financial statements for the periods presented prior to the Closing have been retroactively restated to reflect the Exchange Ratio (as defined in Note 3). Unaudited Interim Condensed Financial Statements The accompanying condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations and stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. The interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments consisting of normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. These interim condensed consolidated financial statements should be read in conjunction with Legacy Spectral’s annual consolidated financial statements for the year ended December 31, 2022 included in the Company’s Form S -4 Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Spectral MD Holdings LLC, Spectral MD Inc. and Spectral MD UK Ltd. (“Spectral MD UK”). Significant inter -company Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, revenue recognition, warrant liabilities, stock -based -of-use Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. All cash is held in US financial institutions. Accounts Receivable, Net and Unbilled Revenue Accounts receivable represent amounts due from US government agencies pursuant to research and development contracts associated with the Company’s DeepView ® The Company evaluates the collectability of its receivables based on a variety of factors, including the length of time the receivables are past due, the financial health of its customers and historical experience. Based upon the review of these factors, the Company recorded no allowance for doubtful accounts as of September 30, 2023 and December 31, 2022. The Company records unbilled revenue when revenue is recognized prior to billing customers. Concentrations of Credit Risk Financial instruments which potentially subject the Company to credit risk consist principally of cash and accounts receivable. Primarily all cash is held in US financial institutions which, at times, exceed federally insured limits. The Company has not recognized any losses from credit risks on such accounts. The Company believes it is not exposed to significant credit risk on cash. Additional credit risk is related to the Company’s concentration of receivables. As of September 30, 2023 and December 31, 2022, receivables were concentrated from one customer (which is a US. government agency) representing 87% and 96% of total net receivables, respectively. No allowance for doubtful accounts were recorded as of September 30, 2023 and December 31, 2022. One customer (which is a U.S. government agency) accounted for 89% and 94% for the three and nine months ended September 30, 2023, respectively, and 98% for each of the three and nine months ended September 30, 2022 of the recognized research and development revenue. Inventory Inventory is comprised of finished goods, purchased from a third -party -downs Fair Value Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair value are reported using a three -level Level 1 — Unadjusted quoted prices in active markets that are assessable at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Foreign Currency The reporting currency for the condensed consolidated financial statements of the Company is the US dollar. The functional currency of the Company and its wholly owned subsidiaries Spectral MD Holdings LLC and Spectral MD, Inc. is the US dollar. The functional currency of Spectral MD UK is its local currency, the British pound. The assets and liabilities of Spectral MD UK are translated into US. dollars at exchange rates in effect at the end of each reporting period, and the revenues and expenses are translated at average exchange rates in effect during the applicable period. Translation adjustments are included in accumulated other comprehensive income as a component of stockholders’ equity. As of September 30, 2023 and December 31, 2022, the Company’s translation adjustments are not material. Monetary assets and liabilities denominated in currencies other than the functional currency are translated at exchange rates in effect at the balance sheet date. Resulting unrealized gains and losses are included in other income (expense), net in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2023 the Company recorded approximately $24,000 and $11,000, respectively, of net foreign exchange transaction losses. For the three and nine months ended September 30, 2022, the Company recorded approximately $0.1 million and $0.3 million, respectively, of net foreign exchange transaction losses primarily related to the Company’s bank account denominated in British Pounds and accounts payable denominated in British Pounds. Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases. Operating leases are recorded in the condensed consolidated balance sheets as both a right -of-use -of-use -of-use -line -of-use -lease -term -of-use During the three and nine months ended September 30, 2023 and 2022, the Company did not have any financing leases. Warrant Liabilities On September 11, 2023, in conjunction with the Business Combination, the Company assumed the Public Warrants which have an exercise price of $11.50 per share, are exercisable 30 days after the Business Combination and expire five years after the Business Combination or upon redemption. The Company may redeem the Public Warrants if the Company’s common stock equals or exceeds $18.00 per share for 20 trading days within a 30 -trading In September 2021, Legacy Spectral issued 73,978 warrants, with a strike price of $7.60 and a five -year The Company accounts for its Public Warrants and the Angel Warrants as derivative liabilities in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the Company recognizes the instruments as liabilities at fair value, determined using the closing price of the observable market quote in an active market (the NASDAQ) for the Public Warrants and the Black -Scholes -pricing -measurement Research and Development Revenue The Company recognizes revenue when the Company’s customers obtain control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services by analyzing the following five steps: (1) identify the contract with a customer(s); (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfies a performance obligation. The Company generates research and development revenue, primarily from the contracts with BARDA and MTEC. Each contract for BARDA and MTEC has a single performance obligation. The contracts with BARDA are cost -plus-fee The MTEC Agreement provides for installment payments after the completion of milestone events. The installment payments are considered variable consideration as the entitlement depends on successful completion of research, however, the payments are not constrained from inclusion in the transaction price as it not probable that a significant reversal of cumulative revenue will be reversed when the underlying uncertainty is resolved. Revenue for the MTEC Agreement is recognized over time based upon the cost -to-cost -date The Company elected the practical expedient not to adjust the transaction price for the effects of a significant financing component as the period between performance (satisfaction of a performance obligation) and payment is one year or less. Payments from customers are generally received within 30 days of when the invoice is sent. The Company records deferred revenue when the customers have been billed prior to recognizing revenue. Research and Development Expense The Company expenses research and development costs as incurred. These expenses include salaries for research and development personnel, consulting fees, product development, pre -clinical Stock-Based Compensation The Company accounts for all stock -based -employees -market -Scholes -based -based -based -line -date Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company has no uncertain tax positions as of September 30, 2023 and December 31, 2022 that qualify for either recognition or disclosure in the condensed consolidated financial statements under this guidance. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the condensed consolidated statements of operations. The Company did not have any interest and penalties during the three and nine months ended September 30, 2023 and 2022 and did not have any interest or penalties accrued as of September 30, 2023. Comprehensive Loss Comprehensive loss is equal to net loss as presented in the condensed consolidated statements of operations, as the Company did not have any material other comprehensive income or loss for the periods presented. Net Loss per Share of Common Stock Basic net loss share of common stock is computed by dividing the net loss attributable to common stockholders by the weighted -average -dilutive -classified Recently Adopted Accounting Standards In September 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016 -13 -19 -10 -than-temporary -for-sale -useful In September 2022, the FASB issued ASU 2022 -03
Rosecliff Acquisition Corp I [Member]
Summary of Significant Accounting Policies [Line Items]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES		NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investment and Cash Held in Trust Account As of December 31, 2022, all of assets held in the Trust Account were held in cash. As of December 31, 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. During the year ended December 31, 2022, the Company withdrew $1,034,596 of interest earned on investment held in the Trust Account to pay its tax obligations and $250,522,502 in Trust Account in connection with redemption. The Company presents its investments in money market funds on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 458,716 and 25,300,000, respectively, shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid -in On December 21, 2022, stockholders elected to redeem an aggregate of 24,841,284 ($250,522,502 value) of shares of Class A common stock, representing approximately 98.2% of the issued and outstanding shares of Class A common stock. At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 253,000,000 Less: Proceeds allocated to Public Warrants (7,590,000 ) Class A common stock issuance costs (13,934,844 ) Plus: Accretion of carrying value to redemption value 21,524,844 Class A common stock subject to possible redemption, December 31, 2021 $ 253,000,000 Plus: Accretion of carrying value to redemption value 2,310,479 Less: Redemption of Class A common stock (250,522,502 ) Class A common stock subject to possible redemption, December 31, 2022 $ 4,787,977 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants in accordance with the guidance in ASC 480 and ASC 815 and determined that the warrants do not meet the criteria for equity treatment thereunder. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Accordingly, the Company recognizes the 8,433,333 Public Warrants and 4,706,667 Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re -measurement Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of stock. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2022 and 2021, the 13,140,000 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended December 31, 2022 and 2021 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of stock. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 8,816,873 $ 2,222,201 $ (1,674,526 ) $ (473,752 ) Denominator: Basic and diluted weighted average shares outstanding 25,095,264 6,325,000 21,972,877 6,216,507 Basic and diluted net income (loss) per share of common stock $ 0.35 $ 0.35 $ (0.08 ) $ (0.08 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash Recent Accounting Standards In August 2020, the FASB issued ASU 2020 -06 -20 -40 -06 -06 -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Rosecliff Acquisition Corp I [Member]
Initial Public Offering [Line Items]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,300,000 Units, which includes a full exercise by the underwriter of their overallotment option in the amount of 3,300,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one -third

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Rosecliff Acquisition Corp I [Member]
Private Placement [Line Items]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased an aggregate of 4,706,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($7,060,000 in the aggregate) from the Company in a private placement. Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 10). A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination by the Expiration Date, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Related Party Transactions [Line Items]
RELATED PARTY TRANSACTIONS	14. RELATED PARTY TRANSACTIONS For the three and nine months ended September 30, 2023 and 2022, the Company did not have any transactions with related parties.
Rosecliff Acquisition Corp I [Member]
Related Party Transactions [Line Items]
RELATED PARTY TRANSACTIONS		NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares During the period ended December 31, 2020, the Sponsor paid $25,000 to cover certain of the Company’s offering costs in exchange for 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”). On February 11, 2021, the Company effected a 1:1.1 stock split of its Class B common stock, resulting in an aggregate of 6,325,000 shares outstanding. All share and per -share -allotment -converted -allotment The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Amount Due to Sponsor At December 31, 2022 and 2021, the Company had advances owed to the Sponsor in the amount of $16,152 and $0, respectively. Administrative Services Agreement Commencing on February 11, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, support and administrative services. For the years ended December 31, 2022 and 2021, the Company incurred $120,000 and $110,000 in fees for these services, respectively. At December 31, 2022 and 2021, $230,000 and $110,000 of administrative fees, respectively, were included in accrued expenses in the accompanying balance sheets, respectively. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Commitments and Contingencies [Line Items]
COMMITMENTS AND CONTINGENCIES	8. COMMITMENTS AND CONTINGENCIES Legal Matters The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.
Rosecliff Acquisition Corp I [Member]
Commitments and Contingencies [Line Items]
COMMITMENTS AND CONTINGENCIES		NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the U.S. and other counties have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. Inflation Reduction Act of 2022 On August 16, 2022, the IR Act was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on February 11, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy -back -up Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,855,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Termination of the Previously Announced Business Combination Agreement On March 11, 2022, the Company, GT Gettaxi Listco, GT Gettaxi Limited, GT Gettaxi SPV, GT Gettaxi Merger Sub -K As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is of no further force and effect, and certain transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited to, the Investors’ Rights Agreement, dated as of November 9, 2021, and to be effective as of the closing of the Business Combination, by and among the Company, a Delaware limited liability company, and certain holders, will either be terminated or no longer be effective, as applicable, in accordance with their respective terms. The Company intends to continue to pursue the consummation of a Business Combination with an appropriate target.

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Stockholders’ Deficit [Line Items]
STOCKHOLDERS’ DEFICIT	10. STOCKHOLDERS’ EQUITY In conjunction of the Closing, the Company’s certificate of incorporation was amended and restated to authorize the issuance of 80,000,000
Rosecliff Acquisition Corp I [Member]
Stockholders’ Deficit [Line Items]
STOCKHOLDERS’ DEFICIT		NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — no Class A Common Stock — Class B Common Stock — Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one -for-one -linked -dilution -converted plus -linked -linked

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Rosecliff Acquisition Corp I [Member]
Warrants [Line Items]
WARRANTS	NOTE 8. WARRANTS As of December 31, 2022 and 2021, there were 8,433,333 Public Warrants outstanding. Public Warrants may only be exercised in whole and only for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file a registration statement covering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if the shares of Class A common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 • • • • -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 • • provided • • The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination by the Expiration Date and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 and $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price. At December 31, 2022 and 2021, there were 4,706,667 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable

Income Tax

Income Tax	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Income Tax [Line Items]
INCOME TAX	12. INCOME TAXES The Company recorded an income tax benefit of approximately $54,000 for the three months ended September 30, 2023 and an income tax provision of approximately $32,000 for the nine months ended September 30, 2023, and $85,000 and $91,000 for the three and nine months ended September 30, 2022, respectively. The effective tax rate was (0.5%) and 0.2% for the three and nine months ended September 30, 2023, respectively, and 28.8% and 8.4% for the three and nine months ended September 30, 2022, respectively. The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate in the three and nine months ended September 30, 2023 primarily due to changes in valuation allowances on deferred tax assets as it is more likely than not that the Company’s deferred tax assets will not be realized. The Company evaluates its tax positions on a quarterly basis and revises its estimate accordingly.
Rosecliff Acquisition Corp I [Member]
Income Tax [Line Items]
INCOME TAX		NOTE 9. INCOME TAX The Company’s net deferred tax assets are as follows as of December 31, 2022 and 2021: For the Years Ended 2022 2021 Deferred tax assets Net operating loss carryforward $ 142 $ 41,741 Start up/organization expenses 926,866 671,005 Total deferred tax assets 927,008 712,746 Valuation allowance (927,008 ) (712,746 ) Deferred tax asset, net of allowance $ — $ — The Company did not have any significant deferred tax assets or liabilities as of December 31, 2022 and 2021. The income tax provision consists of the following for the years ended December 31, 2022 and 2021: For the Years Ended 2022 2021 Federal Current benefit $ 614,297 $ — Deferred benefit (214,262 ) (712,604 ) Change in valuation allowance 214,262 712,604 Income tax provision $ 614,297 $ — As of December 31, 2022 and 2021, the Company had $675 and $198,091, respectively, of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $214,262 and $712,604, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Deferred tax liability change in rate 0.0 % 0.0 % Change in fair value of warrants (17.5 )% 16.5 % Transaction costs allocated to warrants 0.0 % (4.3 )% Change in valuation allowance 2.0 % (33.2 )% Income tax rate 5.5 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurements [Line Items]
FAIR VALUE MEASUREMENTS	4. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, by level within the fair value hierarchy (in thousands): Fair value measured as of September 30, 2023 Fair value at Quoted Significant Significant Warrant liabilities $ 1,149 $ 1,096 $ — $ 53 Fair value measured as of December 31, 2023 Fair value at Quoted Significant Significant Warrant liabilities $ 129 $ — $ — $ 129 There were no transfers between Level Fair values of cash, accounts receivable, accounts payable, accrued expenses and short -term -term The following table presents changes in Level 3 liabilities measured at fair value for the three and nine months ended September 30, 2023 and 2022 (in thousands): Balance – January 1, 2023 $ 129 Change in fair value (16 ) Balance – March 31, 2023 $ 113 Change in fair value 81 Balance – June 30, 2023 $ 194 Change in fair value (141 ) Balance – September 30, 2023 $ 53 Balance – January 1, 2022 $ 186 Change in fair value (66 ) Balance – March 31, 2022 $ 120 Change in fair value 38 Balance – June 30, 2022 $ 158 Change in fair value (22 ) Balance – September 30, 2022 $ 136 Both observable and unobservable inputs were used to determine the fair value of warrants that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long -dated The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: September 30, December 31, Strike price (per share) $ 7.60 $ 7.60 Contractual term (years) 3.7 4.5 Volatility (annual) 70.0 % 72.6 % Risk-free rate 4.5 % 4.0 % Dividend yield (per share) 0.0 % 0.0 %
Rosecliff Acquisition Corp I [Member]
Fair Value Measurements [Line Items]
FAIR VALUE MEASUREMENTS		NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The fair value hierarchy (see Note 2) is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities. At December 31, 2022 and 2021, assets held in the Trust Account were comprised of $4,626,107 in cash and $253,027,240 money market funds that primarily invested in U.S. Treasury Securities at fair market value, respectively. During the years ended December 31, 2022 and 2021, the Company withdrew $1,034,596 and $0 of interest to pay its tax obligations, respectively. Total holdings in cash as of December 31, 2022 is $4,626,107 during the year ended December 31, 2022. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Level December 31, Assets: Investments held in Trust Account – Money Market Funds primarily invested in U.S. Treasury Securities 1 $ — 1 $ 253,027,240 Description Level December 31, Level December 31, Liabilities: Warrant Liability – Public Warrants 2 $ 253,000 1 $ 6,493,666 Warrant Liability – Private Placement Warrants 2 $ 141,200 2 $ 3,648,976 The Warrants were accounted for as liabilities in accordance with ASC 815 -40 The Company initially valued its Private Placement Warrants, on February 17, 2021, as Level 3 utilizing a lattice model, specifically a binomial lattice model incorporating the Cox -Ross-Rubenstein The estimated fair value of the Private Placement Warrant liabilities was determined using Level 2 inputs on December 31, 2022 and 2021. As of December 31, 2022, the Public Warrants were classified as Level 2 in the fair value hierarchy due to low trading volume. The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 measurement during the year ended December 31, 2022 was $506,000. On December 31, 2021 the Private Placement Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market. Transfers to/from Levels

Subsequent Events

Subsequent Events	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Subsequent Events [Line Items]
SUBSEQUENT EVENTS	15. SUBSEQUENT EVENTS During October 2023, the Company filed a Form S -1 In November 2023, in connection with the Business Combination, the Company’s Board of Directors adopted the 2023 Long Term Incentive Plan (the “2023 Plan”) which permits granting of incentive stock options, non -qualified -based -based -employees
Rosecliff Acquisition Corp I [Member]
Subsequent Events [Line Items]
SUBSEQUENT EVENTS		NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 22, 2023, the Company received the Notice from the Staff of Nasdaq indicating that the Company is not in compliance with Listing Rule 5550(a)(4), due to the Company’s failure to meet the minimum 500,000 publicly held shares requirement for the Nasdaq Capital Market. The Notice is only a notification of deficiency, not of imminent delisting. On March 9, 2023, per the Notice, the Company submitted a plan of compliance to achieve and sustain compliance with all Nasdaq Capital Market listing requirements. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

Recapitalization

Recapitalization	9 Months Ended
	Sep. 30, 2023
Recapitalization [Abstract]
RECAPITALIZATION	3. RECAPITALIZATION As discussed in Note 1, on September 11, 2023, the Company consummated the Business Combination, with Legacy Spectral surviving the merger as a wholly -owned On the date of the Business Combination, the Company recorded net liabilities of $2.4 million, with an offsetting decrease to additional paid -in Cash $ 660 Other current assets 127 Accounts payable (860 ) Accrued expenses (277 ) Warrant liabilities (2,024 ) Net assets assumed in exchange for common stock (2,374 ) Less: Cash (660 ) Non-cash net assets assumed in exchange for common stock $ (3,034 ) Upon the Closing, the Company issued 33,333 The Company recorded transaction costs, consisting of legal, accounting and other professional services incurred by Legacy Spectral related to the Business Combination, of $7.6 million (the “Transaction Costs”), in other income (expense) in the condensed consolidated statement of operations for the three and nine months ended September 30, 2023 and no costs were capitalized. As of September 30, 2023, $1.4 million and $1.0 million of the Transaction Costs are included accounts payable and accrued expenses, respectively. The remaining $5.2 million of Transaction Costs included $0.8 million in cash paid for transaction costs, the issuance of 400,000 The commitments to issue shares in exchange for Committed Stock obligation is equity -classified Prior to the Business Combination the Company incurred $0.7 million of transaction costs, included in other income (expense) in the condensed consolidated statement of operations for the nine months ended September 30, 2023, for professional services incurred by Legacy Spectral that were related to potential business combinations that did not occur. Registration Rights Agreements In accordance with the agreement with one of the Company’s underwriters, for 166,667 In addition, the Company has an obligation to register 400,000 two

Research and Development Revenu

Research and Development Revenue	9 Months Ended
	Sep. 30, 2023
Research and Development Revenue [Abstract]
RESEARCH AND DEVELOPMENT REVENUE	5. RESEARCH AND DEVELOPMENT REVENUE For the three and nine months ended September 30, 2023 and 2022, the Company’s revenues disaggregated by the major sources was as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 BARDA $ 3,055 $ 6,903 $ 12,018 $ 18,866 Other U.S governmental authorities 385 135 751 406 Total revenue $ 3,440 $ 7,038 $ 12,769 $ 19,272

Accrued Expenses

Accrued Expenses	9 Months Ended
	Sep. 30, 2023
Accrued Expenses [Abstract]
ACCRUED EXPENSES	6. ACCRUED EXPENSES Accrued expenses consist of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Salary and wages $ 1,403 $ 1,135 Transaction costs 1,000 — Operating expenses 619 736 Benefits 803 650 Taxes 158 110 Total accrued expenses $ 3,983 $ 2,631

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2023
Notes Payable [Abstract]
NOTES PAYABLE	7. NOTES PAYABLE Insurance Note The Company entered into financing arrangements for a portion of its insurance premiums, as follows (in thousands): Amount Interest Principal Repayments Outstanding Balance Nine Months Ended September 30, December 31, 2023 2022 New 2023 Insurance Note $ 632 8.6 % $ — $ — $ 632 $ — 2023 Insurance Note 151 9.7 % 113 — — — 2022 Insurance Note 376 6.7 % 175 67 — 175 2021 Insurance Note 474 5.7 % — 160 — — $ 288 $ 227 $ 632 $ 175 In September 2023, in connection with the Business Combination, the Company cancelled the 2023 Insurance Note and replaced it with the New 2023 Insurance Note. Accordingly, the Company reversed the unpaid balance of approximately $38,000 from notes payable and prepaid expenses. The Company determined that the carrying amounts of all of the insurance notes approximate fair value due to the short -term PPP Loan On April 13, 2020, the Company entered into a promissory note with JPMorgan Chase Bank, N.A., as lender, pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) for $768,575 (the “PPP Loan”). The PPP Loan, which matured on April 13, 2022 and bears interest at 1% per annum. Beginning on September 13, 2021, the Company was required to make equal monthly payments of principal and interest until the loan maturity on April 13, 2022. The PPP Loan was subject to customary terms for payment defaults and breaches of representations and warranties. The Company did not request the PPP Loan to be forgiven. During the nine months ended September 30, 2022, the Company repaid the remaining $0.4 million of principal and interest for the PPP Loan. There was no outstanding balance for the PPP Loan as of December 31, 2022.

Leases

Leases	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
LEASES	9. LEASES The Company leases office space for its principal office in Dallas, Texas, which was extended during 2022 to expire in May 2024. This lease was extended again in 2023 to expire in December 2024. During 2022, the Company entered into a lease for office space in the United Kingdom under a lease that expired in May 2023. During 2023, the Company entered into a lease for office space in the United Kingdom for annual payments of $0.1 million under a lease that expires in March 2024. The lease has been excluded from the tables below as the term is twelve months. The following table summarizes quantitative information about the Company’s operating leases for the three and nine months ended September 30, 2023 and 2022 (dollars in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating cash flows from operating leases $ 208 $ 159 $ 536 $ 472 Right-of-use assets exchanged for operating lease liabilities $ — $ — $ 483 $ 624 Weighted average remaining lease term (in years) 1.3 0.4 1.3 0.4 Weighted average discount rate 8.5 % 6.7 % 8.5 % 6.7 % The following table provides the components of the Company’s lease cost included in general and administrative expense in the condensed consolidated statement of operations (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating leases Operating lease cost $ 205 $ 132 $ 597 $ 396 Variable lease cost 92 45 256 78 Operating lease expense 297 177 853 474 Short-term lease rent expense 41 — 69 — Total rent expense $ 338 $ 177 $ 922 $ 474 Variable lease cost is primarily attributable to amounts paid to lessors for utility charges, parking and property taxes under an office space lease. As of September 30, 2023, future minimum payments under the non -cancelable Three months ending December 31, 2023 $ 208 Year ending December 31, 2024 894 Total 1,102 Less: imputed interest (61 ) Operating lease liabilities $ 1,041

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2023
Stock-Based Compensation [Abstract]
STOCK-BASED COMPENSATION	11. STOCK-BASED COMPENSATION Each option and warrant to purchase common stock of Legacy Spectral was converted into an option and warrant, respectively, to purchase Spectral AI’s common stock based on the Exchange Ratio, with corresponding adjustments to the exercise price. Accordingly, the options and warrants to purchase 46,592,862 and 762,712, respectively, shares of the common stock of Legacy Spectral were converted into options and warrants to purchase 4,519,191 and 73,978, respectively, shares of Spectral AI’s common stock. Legacy Spectral’s 600,000 RSUs were converted into 58,196 Spectral AI RSUs, based on the Exchange Ratio. 2018 Long Term Incentive Plan On July 24, 2018, Legacy Spectral’s Board of Directors adopted the 2018 Long Term Incentive Plan (the “2018 Plan”) which permits granting of incentive stock options (they must meet all statutory requirements), non -qualified -based -based 2022 Long Term Incentive Plan On September 27, 2022, Legacy Spectral’s stockholders approved the adoption of the 2022 Long Term Incentive Plan (the “2022 Plan”) which permits granting of incentive stock options (they must meet all statutory requirements), non -qualified -based -based Restricted Stock Awards The RSAs generally vest over four years. A summary of RSA activities for the nine months ended September 30, 2023 are presented below: Number of Weighted Nonvested as of January 1, 2023 30,318 $ 1.07 Vested (30,318 ) $ 1.07 Nonvested as of September 30, 2023 — $ — Restricted Stock Units The RSUs generally vest over three years. A summary of RSU activities for the nine months ended September 30, 2023 are presented below: Number of Weighted Nonvested as of January 1, 2023 — $ — Granted 58,197 $ 4.65 Nonvested as of September 30, 2023 58,197 $ 4.65 Stock Options The fair value of each employee and non -employee -Scholes -pricing -specific -employees -free In applying the Black Scholes option pricing model, the Company used the following assumptions for stock options granted in the nine months ended September 30, 2023: Nine Months Exercise price (per share) $ 4.68 Expected term (years) 6.0 Volatility (annual) 72 % Risk-free rate 3.6 % Dividend yield (per share) 0 % A summary of stock options activity for the nine months ended September 30, 2023 is presented below: Stock Weighted Weighted Aggregate Outstanding at January 1, 2023 3,503,790 $ 2.06 7.3 $ 6,831 Options granted 253,250 $ 4.68 Options forfeited (15,844 ) $ 3.68 Options cancelled (20,368 ) $ 1.95 Options exercised (126,247 ) $ 2.16 Outstanding as of September 30, 2023 3,594,581 $ 2.22 6.8 $ 2,823 Options vested and exercisable as of September 30, 2023 2,847,580 $ 1.74 6.3 $ 2,752 The Company recorded stock -based As of September 30, 2023, there was approximately $1.5 million and $0.2 million of unrecognized stock -based During the year ended December 31, 2018, the Company granted of 973,803 stock options to investors (the “Investor Options”) that were approved by the Board of Directors outside of the 2018 Plan, of which 939,024 Investor Options were outstanding as of December 31, 2022. During September 30, 2023, 34,779 of the Investor Options were exercised and the remaining 904,245 Investor Options are outstanding and will expire in November 2023. The Investor Options have an exercise price of $2.06 per share. As of September 30, 2023, there is no unrecognized stock -based As of September 30, 2023, the Company has outstanding stock options, issued to an investor, to purchase 20,369 shares of the Company’s common stock (the “ASC 815 Options”) at a price of $1.96 per share that expire in December 2023. The ASC 815 Options have a grant date fair value of $2.17 per share and are equity -classified

Net Loss Per Common Share

Net Loss Per Common Share	9 Months Ended
	Sep. 30, 2023
Net Loss Per Common Share [Abstract]
NET LOSS PER COMMON SHARE	13. NET LOSS PER COMMON SHARE Basic and diluted net loss per common share attributable to common stockholders are the same for the three and nine months ended September 30, 2023 and 2022, since the inclusion of all potential shares of common stock outstanding would have been anti -dilutive The table below summarizes potentially dilutive securities that were excluded from the computation of net loss per common share as of the periods presented because including them would be anti -dilutive 2023 2022 Common stock options 4,519,195 4,418,871 Common stock warrants 8,507,311 73,978 Unvested restricted stock units 58,197 — Unvested restricted stock — 54,566 Potentially dilutive securities 13,084,703 4,547,415

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies, by Policy (Policies) [Line Items]
Basis of Presentation	Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Legacy Spectral was determined as the accounting acquirer and the Company as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of a capital transaction in which Legacy Spectral issued stock for the net assets of the Company. Upon the Closing, the net assets of the Company are stated at fair value, with no goodwill or other intangible assets recorded. See Note 3. Legacy Spectral was determined to be the accounting acquiror based on evaluation of the following facts and circumstances: (i) (ii) (iii) (iv) (v) All historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of Legacy Spectral at their historical values as if Legacy Spectral is the predecessor to the Company. The unaudited condensed consolidated financial statements following the Closing reflect the results of the combined entity’s operations. All issued and outstanding shares of Legacy Spectral Common Stock and warrants, stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) of Legacy Spectral and the per share amounts contained in the unaudited condensed consolidated financial statements for the periods presented prior to the Closing have been retroactively restated to reflect the Exchange Ratio (as defined in Note 3).
Use of Estimates	Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, revenue recognition, warrant liabilities, stock -based -of-use
Cash	Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. All cash is held in US financial institutions.
Warrant Liabilities	Warrant Liabilities On September 11, 2023, in conjunction with the Business Combination, the Company assumed the Public Warrants which have an exercise price of $11.50 per share, are exercisable 30 days after the Business Combination and expire five years after the Business Combination or upon redemption. The Company may redeem the Public Warrants if the Company’s common stock equals or exceeds $18.00 per share for 20 trading days within a 30 -trading In September 2021, Legacy Spectral issued 73,978 warrants, with a strike price of $7.60 and a five -year The Company accounts for its Public Warrants and the Angel Warrants as derivative liabilities in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the Company recognizes the instruments as liabilities at fair value, determined using the closing price of the observable market quote in an active market (the NASDAQ) for the Public Warrants and the Black -Scholes -pricing -measurement
Income Taxes	Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company has no uncertain tax positions as of September 30, 2023 and December 31, 2022 that qualify for either recognition or disclosure in the condensed consolidated financial statements under this guidance. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the condensed consolidated statements of operations. The Company did not have any interest and penalties during the three and nine months ended September 30, 2023 and 2022 and did not have any interest or penalties accrued as of September 30, 2023.
Net Loss per Share of Common Stock	Net Loss per Share of Common Stock Basic net loss share of common stock is computed by dividing the net loss attributable to common stockholders by the weighted -average -dilutive -classified
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments which potentially subject the Company to credit risk consist principally of cash and accounts receivable. Primarily all cash is held in US financial institutions which, at times, exceed federally insured limits. The Company has not recognized any losses from credit risks on such accounts. The Company believes it is not exposed to significant credit risk on cash. Additional credit risk is related to the Company’s concentration of receivables. As of September 30, 2023 and December 31, 2022, receivables were concentrated from one customer (which is a US. government agency) representing 87% and 96% of total net receivables, respectively. No allowance for doubtful accounts were recorded as of September 30, 2023 and December 31, 2022. One customer (which is a U.S. government agency) accounted for 89% and 94% for the three and nine months ended September 30, 2023, respectively, and 98% for each of the three and nine months ended September 30, 2022 of the recognized research and development revenue.
Fair Value	Fair Value Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair value are reported using a three -level Level 1 — Unadjusted quoted prices in active markets that are assessable at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In September 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016 -13 -19 -10 -than-temporary -for-sale -useful In September 2022, the FASB issued ASU 2022 -03
Unaudited Interim Condensed Financial Statements	Unaudited Interim Condensed Financial Statements The accompanying condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations and stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. The interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments consisting of normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. These interim condensed consolidated financial statements should be read in conjunction with Legacy Spectral’s annual consolidated financial statements for the year ended December 31, 2022 included in the Company’s Form S -4
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Spectral MD Holdings LLC, Spectral MD Inc. and Spectral MD UK Ltd. (“Spectral MD UK”). Significant inter -company
Accounts Receivable, Net and Unbilled Revenue	Accounts Receivable, Net and Unbilled Revenue Accounts receivable represent amounts due from US government agencies pursuant to research and development contracts associated with the Company’s DeepView ® The Company evaluates the collectability of its receivables based on a variety of factors, including the length of time the receivables are past due, the financial health of its customers and historical experience. Based upon the review of these factors, the Company recorded no allowance for doubtful accounts as of September 30, 2023 and December 31, 2022. The Company records unbilled revenue when revenue is recognized prior to billing customers.
Inventory	Inventory Inventory is comprised of finished goods, purchased from a third -party -downs
Foreign Currency	Foreign Currency The reporting currency for the condensed consolidated financial statements of the Company is the US dollar. The functional currency of the Company and its wholly owned subsidiaries Spectral MD Holdings LLC and Spectral MD, Inc. is the US dollar. The functional currency of Spectral MD UK is its local currency, the British pound. The assets and liabilities of Spectral MD UK are translated into US. dollars at exchange rates in effect at the end of each reporting period, and the revenues and expenses are translated at average exchange rates in effect during the applicable period. Translation adjustments are included in accumulated other comprehensive income as a component of stockholders’ equity. As of September 30, 2023 and December 31, 2022, the Company’s translation adjustments are not material. Monetary assets and liabilities denominated in currencies other than the functional currency are translated at exchange rates in effect at the balance sheet date. Resulting unrealized gains and losses are included in other income (expense), net in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2023 the Company recorded approximately $24,000 and $11,000, respectively, of net foreign exchange transaction losses. For the three and nine months ended September 30, 2022, the Company recorded approximately $0.1 million and $0.3 million, respectively, of net foreign exchange transaction losses primarily related to the Company’s bank account denominated in British Pounds and accounts payable denominated in British Pounds.
Leases	Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases. Operating leases are recorded in the condensed consolidated balance sheets as both a right -of-use -of-use -of-use -line -of-use -lease -term -of-use During the three and nine months ended September 30, 2023 and 2022, the Company did not have any financing leases.
Research and Development Revenue	Research and Development Revenue The Company recognizes revenue when the Company’s customers obtain control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services by analyzing the following five steps: (1) identify the contract with a customer(s); (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfies a performance obligation. The Company generates research and development revenue, primarily from the contracts with BARDA and MTEC. Each contract for BARDA and MTEC has a single performance obligation. The contracts with BARDA are cost -plus-fee The MTEC Agreement provides for installment payments after the completion of milestone events. The installment payments are considered variable consideration as the entitlement depends on successful completion of research, however, the payments are not constrained from inclusion in the transaction price as it not probable that a significant reversal of cumulative revenue will be reversed when the underlying uncertainty is resolved. Revenue for the MTEC Agreement is recognized over time based upon the cost -to-cost -date The Company elected the practical expedient not to adjust the transaction price for the effects of a significant financing component as the period between performance (satisfaction of a performance obligation) and payment is one year or less. Payments from customers are generally received within 30 days of when the invoice is sent. The Company records deferred revenue when the customers have been billed prior to recognizing revenue.
Research and Development Expense	Research and Development Expense The Company expenses research and development costs as incurred. These expenses include salaries for research and development personnel, consulting fees, product development, pre -clinical
Stock-Based Compensation	Stock-Based Compensation The Company accounts for all stock -based -employees -market -Scholes -based -based -based -line -date
Comprehensive Loss	Comprehensive Loss Comprehensive loss is equal to net loss as presented in the condensed consolidated statements of operations, as the Company did not have any material other comprehensive income or loss for the periods presented.
Rosecliff Acquisition Corp I [Member]
Accounting Policies, by Policy (Policies) [Line Items]
Basis of Presentation		Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Emerging Growth Company		Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates		Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash		Cash and Cash Equivalents The Company considers all short -term
Cash Held in Trust Account		Investment and Cash Held in Trust Account As of December 31, 2022, all of assets held in the Trust Account were held in cash. As of December 31, 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. During the year ended December 31, 2022, the Company withdrew $1,034,596 of interest earned on investment held in the Trust Account to pay its tax obligations and $250,522,502 in Trust Account in connection with redemption. The Company presents its investments in money market funds on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information.
Offering Costs		Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering.
Class A Common Stock Subject to Possible Redemption		Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 458,716 and 25,300,000, respectively, shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid -in On December 21, 2022, stockholders elected to redeem an aggregate of 24,841,284 ($250,522,502 value) of shares of Class A common stock, representing approximately 98.2% of the issued and outstanding shares of Class A common stock. At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 253,000,000 Less: Proceeds allocated to Public Warrants (7,590,000 ) Class A common stock issuance costs (13,934,844 ) Plus: Accretion of carrying value to redemption value 21,524,844 Class A common stock subject to possible redemption, December 31, 2021 $ 253,000,000 Plus: Accretion of carrying value to redemption value 2,310,479 Less: Redemption of Class A common stock (250,522,502 ) Class A common stock subject to possible redemption, December 31, 2022 $ 4,787,977
Warrant Liabilities		Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants in accordance with the guidance in ASC 480 and ASC 815 and determined that the warrants do not meet the criteria for equity treatment thereunder. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Accordingly, the Company recognizes the 8,433,333 Public Warrants and 4,706,667 Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re -measurement
Income Taxes		Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.
Net Loss per Share of Common Stock		Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of stock. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2022 and 2021, the 13,140,000 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended December 31, 2022 and 2021 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of stock. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 8,816,873 $ 2,222,201 $ (1,674,526 ) $ (473,752 ) Denominator: Basic and diluted weighted average shares outstanding 25,095,264 6,325,000 21,972,877 6,216,507 Basic and diluted net income (loss) per share of common stock $ 0.35 $ 0.35 $ (0.08 ) $ (0.08 )
Concentrations of Credit Risk		Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.
Fair Value of Financial Instruments		Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term
Fair Value		Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments		Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash
Recently Adopted Accounting Standards		Recent Accounting Standards In August 2020, the FASB issued ASU 2020 -06 -20 -40 -06 -06 -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables) - Rosecliff Acquisition Corp I [Member]	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies (Tables) [Line Items]
Schedule of Class A Common Stocks Reflected in the Condensed Balance Sheets	At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 253,000,000 Less: Proceeds allocated to Public Warrants (7,590,000 ) Class A common stock issuance costs (13,934,844 ) Plus: Accretion of carrying value to redemption value 21,524,844 Class A common stock subject to possible redemption, December 31, 2021 $ 253,000,000 Plus: Accretion of carrying value to redemption value 2,310,479 Less: Redemption of Class A common stock (250,522,502 ) Class A common stock subject to possible redemption, December 31, 2022 $ 4,787,977
Schedule of Basic and Diluted Net Income Per Share of Common Stock	The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 8,816,873 $ 2,222,201 $ (1,674,526 ) $ (473,752 ) Denominator: Basic and diluted weighted average shares outstanding 25,095,264 6,325,000 21,972,877 6,216,507 Basic and diluted net income (loss) per share of common stock $ 0.35 $ 0.35 $ (0.08 ) $ (0.08 )

Income Tax (Tables)

Income Tax (Tables) - Rosecliff Acquisition Corp I [Member]	12 Months Ended
	Dec. 31, 2022
Income Tax (Tables) [Line Items]
Schedule of Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows as of December 31, 2022 and 2021: For the Years Ended 2022 2021 Deferred tax assets Net operating loss carryforward $ 142 $ 41,741 Start up/organization expenses 926,866 671,005 Total deferred tax assets 927,008 712,746 Valuation allowance (927,008 ) (712,746 ) Deferred tax asset, net of allowance $ — $ —
Schedule of Income Tax Provision Consists	The income tax provision consists of the following for the years ended December 31, 2022 and 2021: For the Years Ended 2022 2021 Federal Current benefit $ 614,297 $ — Deferred benefit (214,262 ) (712,604 ) Change in valuation allowance 214,262 712,604 Income tax provision $ 614,297 $ —
Schedule of Federal Income Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Deferred tax liability change in rate 0.0 % 0.0 % Change in fair value of warrants (17.5 )% 16.5 % Transaction costs allocated to warrants 0.0 % (4.3 )% Change in valuation allowance 2.0 % (33.2 )% Income tax rate 5.5 % 0.0 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurements (Tables) [Line Items]
Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, by level within the fair value hierarchy (in thousands): Fair value measured as of September 30, 2023 Fair value at Quoted Significant Significant Warrant liabilities $ 1,149 $ 1,096 $ — $ 53 Fair value measured as of December 31, 2023 Fair value at Quoted Significant Significant Warrant liabilities $ 129 $ — $ — $ 129
Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis	Balance – January 1, 2023 $ 129 Change in fair value (16 ) Balance – March 31, 2023 $ 113 Change in fair value 81 Balance – June 30, 2023 $ 194 Change in fair value (141 ) Balance – September 30, 2023 $ 53 Balance – January 1, 2022 $ 186 Change in fair value (66 ) Balance – March 31, 2022 $ 120 Change in fair value 38 Balance – June 30, 2022 $ 158 Change in fair value (22 ) Balance – September 30, 2022 $ 136
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: September 30, December 31, Strike price (per share) $ 7.60 $ 7.60 Contractual term (years) 3.7 4.5 Volatility (annual) 70.0 % 72.6 % Risk-free rate 4.5 % 4.0 % Dividend yield (per share) 0.0 % 0.0 %
Rosecliff Acquisition Corp I [Member]
Fair Value Measurements (Tables) [Line Items]
Schedule of Assets and Liabilities That Are Measured At Fair Value on a Recurring Basis		Description Level December 31, Level December 31, Assets: Investments held in Trust Account – Money Market Funds primarily invested in U.S. Treasury Securities 1 $ — 1 $ 253,027,240 Description Level December 31, Level December 31, Liabilities: Warrant Liability – Public Warrants 2 $ 253,000 1 $ 6,493,666 Warrant Liability – Private Placement Warrants 2 $ 141,200 2 $ 3,648,976

Recapitalization (Tables)

Recapitalization (Tables)	9 Months Ended
	Sep. 30, 2023
Recapitalization [Abstract]
Schedule of Recapitalization	The following table provides the elements of the Business Combination and reconciles these elements to the condensed consolidated statements of stockholders’ equity and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023: Cash $ 660 Other current assets 127 Accounts payable (860 ) Accrued expenses (277 ) Warrant liabilities (2,024 ) Net assets assumed in exchange for common stock (2,374 ) Less: Cash (660 ) Non-cash net assets assumed in exchange for common stock $ (3,034 )

Research and Development Reve_2

Research and Development Revenue (Tables)	9 Months Ended
	Sep. 30, 2023
Research and Development Revenue [Abstract]
Schedule of Research and Development Revenue	For the three and nine months ended September 30, 2023 and 2022, the Company’s revenues disaggregated by the major sources was as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 BARDA $ 3,055 $ 6,903 $ 12,018 $ 18,866 Other U.S governmental authorities 385 135 751 406 Total revenue $ 3,440 $ 7,038 $ 12,769 $ 19,272

Accrued Expenses (Tables)

Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2023
Accrued Expenses [Abstract]
Schedule of Accrued Expenses	Accrued expenses consist of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Salary and wages $ 1,403 $ 1,135 Transaction costs 1,000 — Operating expenses 619 736 Benefits 803 650 Taxes 158 110 Total accrued expenses $ 3,983 $ 2,631

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2023
Notes Payable [Abstract]
Schedule of Financing Arrangements for a Portion of Its Insurance Premiums	The Company entered into financing arrangements for a portion of its insurance premiums, as follows (in thousands): Amount Interest Principal Repayments Outstanding Balance Nine Months Ended September 30, December 31, 2023 2022 New 2023 Insurance Note $ 632 8.6 % $ — $ — $ 632 $ — 2023 Insurance Note 151 9.7 % 113 — — — 2022 Insurance Note 376 6.7 % 175 67 — 175 2021 Insurance Note 474 5.7 % — 160 — — $ 288 $ 227 $ 632 $ 175

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Schedule of Operating Lease	The following table summarizes quantitative information about the Company’s operating leases for the three and nine months ended September 30, 2023 and 2022 (dollars in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating cash flows from operating leases $ 208 $ 159 $ 536 $ 472 Right-of-use assets exchanged for operating lease liabilities $ — $ — $ 483 $ 624 Weighted average remaining lease term (in years) 1.3 0.4 1.3 0.4 Weighted average discount rate 8.5 % 6.7 % 8.5 % 6.7 %
Schedule of General and Administrative Expense	The following table provides the components of the Company’s lease cost included in general and administrative expense in the condensed consolidated statement of operations (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating leases Operating lease cost $ 205 $ 132 $ 597 $ 396 Variable lease cost 92 45 256 78 Operating lease expense 297 177 853 474 Short-term lease rent expense 41 — 69 — Total rent expense $ 338 $ 177 $ 922 $ 474
Schedule of Non-Cancelable Operating Lease	As of September 30, 2023, future minimum payments under the non -cancelable Three months ending December 31, 2023 $ 208 Year ending December 31, 2024 894 Total 1,102 Less: imputed interest (61 ) Operating lease liabilities $ 1,041

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2023
Stock-Based Compensation [Abstract]
Schedule of RSUs Activities	The RSAs generally vest over four years. A summary of RSA activities for the nine months ended September 30, 2023 are presented below: Number of Weighted Nonvested as of January 1, 2023 30,318 $ 1.07 Vested (30,318 ) $ 1.07 Nonvested as of September 30, 2023 — $ —
Schedule of RSUs Activities	The RSUs generally vest over three years. A summary of RSU activities for the nine months ended September 30, 2023 are presented below: Number of Weighted Nonvested as of January 1, 2023 — $ — Granted 58,197 $ 4.65 Nonvested as of September 30, 2023 58,197 $ 4.65
Schedule of Black Scholes Option Pricing Model	In applying the Black Scholes option pricing model, the Company used the following assumptions for stock options granted in the nine months ended September 30, 2023: Nine Months Exercise price (per share) $ 4.68 Expected term (years) 6.0 Volatility (annual) 72 % Risk-free rate 3.6 % Dividend yield (per share) 0 %
Schedule of Stock Options Activity	A summary of stock options activity for the nine months ended September 30, 2023 is presented below: Stock Weighted Weighted Aggregate Outstanding at January 1, 2023 3,503,790 $ 2.06 7.3 $ 6,831 Options granted 253,250 $ 4.68 Options forfeited (15,844 ) $ 3.68 Options cancelled (20,368 ) $ 1.95 Options exercised (126,247 ) $ 2.16 Outstanding as of September 30, 2023 3,594,581 $ 2.22 6.8 $ 2,823 Options vested and exercisable as of September 30, 2023 2,847,580 $ 1.74 6.3 $ 2,752

Net Loss Per Common Share (Tabl

Net Loss Per Common Share (Tables)	9 Months Ended
	Sep. 30, 2023
Net Loss Per Common Share [Abstract]
Schedule of Computation of Net Loss Per Common Share	The table below summarizes potentially dilutive securities that were excluded from the computation of net loss per common share as of the periods presented because including them would be anti -dilutive 2023 2022 Common stock options 4,519,195 4,418,871 Common stock warrants 8,507,311 73,978 Unvested restricted stock units 58,197 — Unvested restricted stock — 54,566 Potentially dilutive securities 13,084,703 4,547,415

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Feb. 17, 2021	Apr. 30, 2023	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds			$ 3,351,000
Transaction costs			$ 7,600,000	$ 7,600,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Common stock exchange ratio price (in Dollars per share)				$ 10.31
Multi-year contract			$ 149,000,000	$ 149,000,000
Clearance amount				55,000,000
Received amount		$ 4,000,000
Cash			7,300,000	7,300,000	$ 14,200,000
Accumulated deficit			(29,242,000)	(29,242,000)	(11,934,000)
Additional funding amount			$ 149,000,000	149,000,000
Aggregated funding options				250,000,000
Potential fund				$ 101,000,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrant (in Shares)	8,433,333
Public Share [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)				280,485
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)				280,485
Common stock, par value (in Dollars per share)			0.0001	$ 0.0001
Class B Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)				6,325,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Rosecliff Acquisition Corp I [Member]
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds					7,060,000
Transaction costs					14,373,127
Cash underwriting fees					5,060,000
Deferred underwriting fees					8,855,000
Other offering costs					$ 458,127
Public per share price (in Dollars per share)					$ 10
Net tangible assets					$ 5,000,001
Aggregate of public shares					15%
Business combination redeem percentage					100%
Dissolution expenses					$ 100,000
Trust account, description					In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Operating bank account					$ 785,038
Working capital deficit					2,847,001
Issuance of private palcement						$ 7,060,000
Cash					785,038	769,432
Accumulated deficit					$ (12,096,835)	$ (20,825,430)
Rosecliff Acquisition Corp I [Member] | IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)	25,300,000
Sale of warrant (in Shares)					4,706,667
Net proceeds of sale	$ 253,000,000
Net proceeds of sale price per share (in Dollars per share)	$ 10
Public offering price per unit (in Dollars per share)					$ (10)
Rosecliff Acquisition Corp I [Member] | Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)	3,300,000
Sale of stock shares price (in Dollars per share)	$ 10
Generating gross proceeds	$ 253,000,000
Rosecliff Acquisition Corp I [Member] | Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock shares price (in Dollars per share)					1.5
Rosecliff Acquisition Corp I [Member] | Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value (in Dollars per share)					0.0001	$ 0.0001
Rosecliff Acquisition Corp I [Member] | Class B Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001
Biomedical Advanced Research and Development Authority [Member]
Description of Organization and Business Operations (Details) [Line Items]
Accumulated deficit			$ (29,200,000)	$ (29,200,000)	$ (11,900,000)
BARDA contracts [Member]
Description of Organization and Business Operations (Details) [Line Items]
Multi-year contract			$ 55,000,000	$ 55,000,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)				5,445,000
Letter Agreement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)				880,000
Legacy Spectral Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)				7,679,198
Issuance of private palcement				$ 3,400,000
Common stock excess shares outstanding (in Shares)			145,380,871	145,380,871
Common stock excess shares issued (in Shares)			145,380,871	145,380,871
Common stock exange ratio shares (in Shares)				14,094,450
Common stock exchange ratio price (in Dollars per share)				$ 10.31
Legacy Spectral Common Stock [Member] | Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value (in Dollars per share)			$ 0.001	$ 0.001
Business Combinations [Member] | Rosecliff Acquisition Corp I [Member]
Description of Organization and Business Operations (Details) [Line Items]
Fair market value percentage					80%
Acquires percentage					50%
Rosecliff [Member]
Description of Organization and Business Operations (Details) [Line Items]
Received amount		$ 4,000,000
Rosecliff [Member] | BARDA contracts [Member]
Description of Organization and Business Operations (Details) [Line Items]
Received amount				$ 99,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023	Sep. 11, 2023	Sep. 30, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Cash	$ 7,300,000		$ 7,300,000		$ 14,200,000
Other income expense	24,000		11,000
Foreign exchange transaction loss		$ 100,000		$ 300,000
Warrants price per share (in Dollars per share)								$ 11.5
Public warrants outstanding (in Shares)					73,978		8,507,311
Cost of revenue	$ 1,968,000	$ 3,811,000	$ 7,325,000	$ 10,943,000
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Public warrants outstanding (in Shares)	8,433,333		8,433,333
One Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Net receivables percentage			87%
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Net receivables percentage					96%
One Customer [Member] | Research and Development Revenue [Member] | Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Net receivables percentage	89%	98%	94%	98%
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Exceeds per share (in Dollars per share)	$ 18		$ 18
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Public warrants outstanding (in Shares)	73,978		73,978
Issued shares (in Shares)									73,978
Price per share (in Dollars per share)									$ 7.6
Rosecliff Acquisition Corp I [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Cash					$ 785,038	$ 769,432
Investment held trust account pay tax					1,034,596
Trust Account in connection with redemption					$ 250,522,502
Percentage of common stock issued and outstanding					20%
Public and private warrant to purchase (in Shares)					13,140,000	13,140,000
Federal depository insurance corporation coverage limit					$ 250,000
Rosecliff Acquisition Corp I [Member] | Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Adjusts and fair value at liabilities					$ 8,433,333
Public warrants outstanding (in Shares)					8,433,333	8,433,333
Rosecliff Acquisition Corp I [Member] | Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Adjusts and fair value at liabilities					$ 4,706,667
Warrants price per share (in Dollars per share)					$ 1.5
Exceeds per share (in Dollars per share)					$ 1.5
Rosecliff Acquisition Corp I [Member] | Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption (in Shares)					458,716	25,300,000
Class A common stock in the calculation of diluted income per share (in Shares)					24,841,284
Stockholders elected to redeem value					$ 250,522,502
Percentage of common stock issued and outstanding					98.20%
Warrants price per share (in Dollars per share)					$ 11.5
Biomedical Advanced Research and Development Authority [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Research and development expense	$ 3,600,000	$ 4,300,000	$ 11,300,000	$ 12,200,000
Cost of revenue	2,000,000	3,800,000	7,300,000	10,900,000
General and administrative expenses	$ 1,600,000	$ 500,000	$ 4,000,000
Medical Technology Enterprise Consortium [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
General and administrative expenses				$ 1.3

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stocks Reflected in the Condensed Balance Sheets - Rosecliff Acquisition Corp I [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Gross proceeds		$ 253,000,000
Less:
Proceeds allocated to Public Warrants		(7,590,000)
Class A common stock issuance costs		(13,934,844)
Plus:
Accretion of carrying value to redemption value	$ 2,310,479	21,524,844
Redemption of Class A common stock	(250,522,502)
Class A common stock subject to possible redemption	$ 4,787,977	$ 253,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share of Common Stock - Rosecliff Acquisition Corp I [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A
Numerator:
Allocation of net income (loss)	$ 8,816,873	$ (1,674,526)
Denominator:
Basic weighted average shares outstanding	25,095,264	21,972,877
Basic net income (loss) per share of common stock	$ 0.35	$ (0.08)
Class B
Numerator:
Allocation of net income (loss)	$ 2,222,201	$ (473,752)
Denominator:
Basic weighted average shares outstanding	6,325,000	6,216,507
Basic net income (loss) per share of common stock	$ 0.35	$ (0.08)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share of Common Stock (Parentheticals) - Rosecliff Acquisition Corp I [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share of Common Stock (Parentheticals) [Line Items]
Weighted average shares outstanding diluted	25,095,264	21,972,877
Net income (loss) per share of common stock diluted	$ 0.35	$ (0.08)
Class B
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share of Common Stock (Parentheticals) [Line Items]
Weighted average shares outstanding diluted	6,325,000	6,216,507
Net income (loss) per share of common stock diluted	$ 0.35	$ (0.08)

Initial Public Offering (Detail

Initial Public Offering (Details) - Rosecliff Acquisition Corp I [Member]	12 Months Ended
	Dec. 31, 2022 shares
Initial Public Offering (Details) [Line Items]
Price per share	10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Proceeds from issuance of underwriters	25,300,000
Sale of stock proposed public offering	3,300,000
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per share	11.5

Private Placement (Details)

Private Placement (Details) - Rosecliff Acquisition Corp I [Member]	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
IPO [Member]
Private Placement (Details) [Line Items]
Proceeds from issuances of warrants (in Shares) | shares	4,706,667
Private Placement [Member]
Private Placement (Details) [Line Items]
Warrant price per share	$ 1.5
Aggregate purchase price (in Dollars) | $	$ 7,060,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Warrant price per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - Rosecliff Acquisition Corp I [Member] - USD ($)		1 Months Ended	12 Months Ended
	Feb. 11, 2021	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Shares of subject to forfeiture (in Shares)			825,000
Issued outstanding percentage			20%
Sponsor			$ 16,152	$ 0
Sponsor total amount	$ 10,000
Incurred expenses			120,000	110,000
Administrative fees			230,000	$ 110,000
Working capital loan			$ 1,500,000
Warrant price per share (in Dollars per share)			$ 1.5
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description			The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid		$ 25,000
Founder Shares [Member] | Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)		5,750,000
Stock split, description	the Company effected a 1:1.1 stock split of its Class B common stock, resulting in an aggregate of 6,325,000 shares outstanding.

Commitments and Contingencies (

Commitments and Contingencies (Details) - Rosecliff Acquisition Corp I [Member] - USD ($)	1 Months Ended	12 Months Ended
	Aug. 16, 2022	Dec. 31, 2022
Commitments and Contingencies (Details) [Line Items]
U.S. federal tax rate	1%
Percentage of excise tax fair value	1%
Deferred fee per unit (in Dollars per share)		$ 0.35
Deferred underwriters fee (in Dollars)		$ 8,855,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2023	Dec. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized	80,000,000	80,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	13,127,472	15,688,268
Common stock outstanding	13,127,472	15,688,268
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock par value (in Dollars per share)		$ 0.0001
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock par value (in Dollars per share)		$ 0.0001
Rosecliff Acquisition Corp I [Member]
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001		$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Percentage of common stock issued and outstanding	20%
Rosecliff Acquisition Corp I [Member] | Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	80,000,000		80,000,000
Common stock par value (in Dollars per share)	$ 0.0001		$ 0.0001
Temporary equity shares issued	458,716		25,300,000
Temporary equity shares outstanding	458,716		25,300,000
Common stock outstanding
Percentage of common stock issued and outstanding	98.20%
Rosecliff Acquisition Corp I [Member] | Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	20,000,000		20,000,000
Common stock par value (in Dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares issued	6,325,000		6,325,000
Common stock outstanding	6,325,000		6,325,000

Warrants (Details)

Warrants (Details) - Rosecliff Acquisition Corp I [Member] - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Warrants (Details) [Line Items]
Term of warrants	5 years
Redemption of warrants, description	Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the warrants (except as described herein with respect to the Private Placement Warrants):•        in whole and not in part;•        at a price of $0.01 per warrant;•        upon not less than 30 days’ prior written notice of redemption to each warrant holder; and•        if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
Initial business combination, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 and $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price.
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	8,433,333	8,433,333
Private Placement Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	4,706,667	4,706,667
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Redemption of warrants, description	Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants:•        in whole and not in part;•        at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock;•        if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and•        if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

Income Tax (Details)

Income Tax (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended		15 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2023
Income Tax (Details) [Line Items]
Income tax expense benefit	$ (54,000)	$ 85,000	$ 32,000	$ 91,000
Effective tax rate	0.50%		0.20%	8.40%			28.80%
Income Tax Provision [Member]
Income Tax (Details) [Line Items]
Income tax expense benefit	$ 54,000,000		$ 32,000,000	$ 91,000,000			$ 85,000,000
Rosecliff Acquisition Corp I [Member]
Income Tax (Details) [Line Items]
Operating loss carryovers					$ 675	$ 198,091
Change in valuation allowance					214,262	712,604
Income tax expense benefit					$ 614,297
Effective tax rate					5.50%	0%

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of Net Deferred Tax Assets - Rosecliff Acquisition Corp I [Member] - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforward	$ 142	$ 41,741
Start up/organization expenses	926,866	671,005
Total deferred tax assets	927,008	712,746
Valuation allowance	(927,008)	(712,746)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of Income Tax Provision Consists - Rosecliff Acquisition Corp I [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax (Details) - Schedule of Income Tax Provision Consists [Line Items]
Current benefit	$ 614,297
Deferred benefit	(214,262)	(712,604)
Change in valuation allowance	214,262	712,604
Income tax provision	$ 614,297

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of Federal Income Tax Rate - Rosecliff Acquisition Corp I [Member]	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Investments, Owned, Federal Income Tax Note [Line Items]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Deferred tax liability change in rate	0%	0%
Change in fair value of warrants	(17.50%)	16.50%
Transaction costs allocated to warrants	0%	(4.30%)
Change in valuation allowance	2%	(33.20%)
Income tax rate	5.50%	0%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Rosecliff Acquisition Corp I [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurements (Details) [Line Items]
Assets held trust account	$ 4,626,107	$ 253,027,240
Interest pay tax obligations	1,034,596	0
Total Holdings	4,626,107
Fair value measurement		6,831,000
Private Placement Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Fair value measurement		2,588,667
U.S. Fixed Income Securities [Member]
Fair Value Measurements (Details) [Line Items]
Assets held trust account	4,626,107	$ 253,027,240
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements (Details) [Line Items]
Public warrants	$ 506,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Assets and Liabilities That Are Measured At Fair Value on a Recurring Basis - Rosecliff Acquisition Corp I [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Investments and Cash held in Trust Account – U.S. Treasury Securities Money Market Fund		$ 253,027,240
Level 1 & 2 [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability	253,000	6,493,666
Level 2 [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 141,200	$ 3,648,976

Subsequent Events (Details)

Subsequent Events (Details) - shares	Nov. 30, 2023	Oct. 31, 2023	Sep. 30, 2023	Jan. 22, 2023	Dec. 31, 2022
Subsequent Events (Details) [Line Items]
Shares issued			15,688,268		13,127,472
Excess stock authorized	8,000,000
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares issued		10,069,748
Subsequent Event [Member] | Common Stock [Member]
Subsequent Events (Details) [Line Items]
Shares issued		566,667
Subsequent Event [Member] | Rosecliff Acquisition Corp I [Member]
Subsequent Events (Details) [Line Items]
Minimum publicly held shares				500,000
Public Warrants [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares issued		8,433,231

Recapitalization (Details)

Recapitalization (Details)	9 Months Ended
	Sep. 30, 2023 USD ($) shares
Recapitalization (Details) [Line Items]
Business combination, net liabilities	$ 2,400,000
Business combination, issued	33,333
transaction costs	7,600,000
Accounts payable	1,400,000
Accrued expenses	1,000,000
Business Combination, Acquired Receivable, Fair Value	$ 1,800,000
Shares Held in Employee Stock Option Plan, Committed-to-be-Released (in Shares) | shares	566,667
Business Combination, Consideration Transferred, Liabilities Incurred	$ 700,000
Agreement obligation amount	$ 1,300,000
Agreement term	2 years
Legacy Spectral [Member]
Recapitalization (Details) [Line Items]
Business combination, issued	$ 400,000
transaction costs	800,000
Registration Rights Agreements [Member]
Recapitalization (Details) [Line Items]
Agreement obligation amount	$ 3,000,000
Commited of shares issued (in Shares) | shares	400,000
Series of Individually Immaterial Business Acquisitions [Member]
Recapitalization (Details) [Line Items]
Business combination, fair value	$ 200,000
Legacy Spectral [Member]
Recapitalization (Details) [Line Items]
Business combination, fair value	$ 2,600,000

Recapitalization (Details) - Sc

Recapitalization (Details) - Schedule of Recapitalization	Sep. 30, 2023 USD ($)
Schedule Of Recapitalization Abstract
Cash	$ 660
Other current assets	127
Accounts payable	(860)
Accrued expenses	(277)
Warrant liabilities	(2,024)
Net assets assumed in exchange for common stock	(2,374)
Less: Cash	(660)
Non-cash net assets assumed in exchange for common stock	$ (3,034)

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurements (Details) - Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Warrant liabilities	$ 1,149	$ 129
Quoted prices in active markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Warrant liabilities	1,096
Significant unobservable inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Warrant liabilities	$ 53	$ 129

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Schedule Of Financial Liabilities That Are Measured At Fair Value On ARecurring Basis Abstract
Balance beginning	$ 194	$ 113	$ 129	$ 158	$ 120	$ 186
Change in fair value	(141)	81	(16)	(22)	38	(66)
Balance ending	$ 53	$ 194	$ 113	$ 136	$ 158	$ 120

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs - Level 3 [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Strike price (per share) (in Dollars per share)	$ 7.6	$ 7.6
Contractual term (years)	3 years 8 months 12 days	4 years 6 months
Volatility (annual)	70%	72.60%
Risk-free rate	4.50%	4%
Dividend yield (per share)	0%	0%

Research and Development Reve_3

Research and Development Revenue (Details) - Schedule of Research and Development Revenue - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 3,440	$ 7,038	$ 12,769	$ 19,272
BARDA [Member]
Disaggregation of Revenue [Line Items]
Total revenue	3,055	6,903	12,018	18,866
Other U.S Governmental Authorities [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 385	$ 135	$ 751	$ 406

Accrued Expenses (Details) - Sc

Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Schedule Of Accrued Expenses Abstract
Salary and wages	$ 1,403	$ 1,135
Transaction costs	1,000
Operating expenses	619	736
Benefits	803	650
Taxes	158	110
Total accrued expenses	$ 3,983	$ 2,631

Notes Payable (Details)

Notes Payable (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Apr. 13, 2022	Apr. 13, 2020
Notes Payable [Abstract]
Notes payable		$ 38,000
Loan				$ 768,575
Bears interest			1%
Principal and interest	$ 400,000

Notes Payable (Details) - Sched

Notes Payable (Details) - Schedule of Financing Arrangements for a Portion of Its Insurance Premiums - USD ($) $ in Thousands	9 Months Ended			12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2022
Schedule of Financing Arrangements for a Portion of Its Insurance Premiums [Line Items]
Principal Repayments, Insurance Note	$ 288		$ 227
Outstanding Balance, Insurance Note	632	$ 175
New 2023 Insurance Note [Member]
Schedule of Financing Arrangements for a Portion of Its Insurance Premiums [Line Items]
Amount Financed, Insurance Note				$ 632
Interest Rate, Insurance Note				8.60%
Principal Repayments, Insurance Note
Outstanding Balance, Insurance Note	632
2023 Insurance Note [Member]
Schedule of Financing Arrangements for a Portion of Its Insurance Premiums [Line Items]
Amount Financed, Insurance Note				$ 151
Interest Rate, Insurance Note				9.70%
Principal Repayments, Insurance Note	113
Outstanding Balance, Insurance Note
2022 Insurance Note [Member]
Schedule of Financing Arrangements for a Portion of Its Insurance Premiums [Line Items]
Amount Financed, Insurance Note				$ 376
Interest Rate, Insurance Note				6.70%
Principal Repayments, Insurance Note	175		67
Outstanding Balance, Insurance Note		175
2021 Insurance Note [Member]
Schedule of Financing Arrangements for a Portion of Its Insurance Premiums [Line Items]
Amount Financed, Insurance Note				$ 474
Interest Rate, Insurance Note				5.70%
Principal Repayments, Insurance Note			$ 160
Outstanding Balance, Insurance Note

Leases (Details)

Leases (Details)	Sep. 30, 2023 USD ($)
Leases [Abstract]
Lease Incentive Receivable, Current	$ 100

Leases (Details) - Schedule of

Leases (Details) - Schedule of Operating Lease - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule Of Operating Lease Abstract
Operating cash flows from operating leases	$ 208	$ 159	$ 536	$ 472
Right-of-use assets exchanged for operating lease liabilities			$ 483	$ 624
Weighted average remaining lease term (in years)	1 year 3 months 18 days	4 months 24 days	1 year 3 months 18 days	4 months 24 days
Weighted average discount rate	8.50%	6.70%	8.50%	6.70%

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of General and Administrative Expense - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating leases
Operating lease cost	$ 205	$ 132	$ 597	$ 396
Variable lease cost	92	45	256	78
Operating lease expense	297	177	853	474
Short-term lease rent expense	41		69
Total rent expense	$ 338	$ 177	$ 922	$ 474

Leases (Details) - Schedule o_3

Leases (Details) - Schedule of Non-Cancelable Operating Lease $ in Thousands	Sep. 30, 2023 USD ($)
Schedule Of Non Cancelable Operating Lease Abstract
Three months ending December 31, 2023	$ 208
Year ending December 31, 2024	894
Total	1,102
Less: imputed interest	(61)
Operating lease liabilities	$ 1,041

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2018	Dec. 31, 2022
Stock-Based Compensation (Details) [Line Items]
Unrecognized stock-based compensation (in Dollars)	$ 0.2		$ 0.2
Weighted average period			1 year 2 months 12 days
Stock options, options granted			253,250
Investor options outstanding	3,594,581		3,594,581			3,503,790
Investor options exercised			126,247
Investor options are outstanding	58,197		58,197
Exercise price (in Dollars per share)	$ 2.22		$ 2.22			$ 2.06
2018 Long Term Incentive Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Common stock, authorized issuance	3,720,089		3,720,089
Stock remain available for issuance	47,036		47,036
Weighted average period			1 year 1 month 6 days
Stock options, options granted					973,803
Investor options outstanding						939,024
Investor options exercised			34,779
Exercise price (in Dollars per share)	$ 2.06		$ 2.06
Purchase shares	20,369		20,369
Grant date fair value (in Dollars per share)			$ 2.17
2022 Long Term Incentive Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Common stock, authorized issuance	1,939,864		1,939,864
Stock remain available for issuance	1,792,918		1,792,918
Legacy Spectral [Member]
Stock-Based Compensation (Details) [Line Items]
Purchase common stock			46,592,862
Parent Company [Member]
Stock-Based Compensation (Details) [Line Items]
Purchase common stock			4,519,191
Parent Company [Member] | 2018 Long Term Incentive Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Price per share (in Dollars per share)	$ 1.96		$ 1.96
General and Administrative Expense [Member]
Stock-Based Compensation (Details) [Line Items]
Stock-based compensation expense (in Dollars)		$ 0.2		$ 0.9
Warrant [Member] | Legacy Spectral [Member]
Stock-Based Compensation (Details) [Line Items]
Purchase common stock			762,712
Warrant [Member] | Parent Company [Member]
Stock-Based Compensation (Details) [Line Items]
Purchase common stock			73,978
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation (Details) [Line Items]
Stock-based compensation expense (in Dollars)	$ 0.3		$ 1
Restricted Stock Units (RSUs) [Member] | Legacy Spectral [Member]
Stock-Based Compensation (Details) [Line Items]
Restricted Stock units			600,000
Restricted Stock Units (RSUs) [Member] | Parent Company [Member]
Stock-Based Compensation (Details) [Line Items]
Restricted Stock units			58,196
Share-Based Payment Arrangement [Member]
Stock-Based Compensation (Details) [Line Items]
Unrecognized stock-based compensation (in Dollars)	$ 1.5		$ 1.5
Share-Based Payment Arrangement [Member] | 2018 Long Term Incentive Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Investor options are outstanding	904,245		904,245

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of RSAs Activities	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Schedule Of Rsas Activities Abstract
Number of Shares, Nonvested, beginning balance | shares	30,318
Weighted Average Grant Date Fair Value per Share,Nonvested beginning balance | $ / shares	$ 1.07
Number of Shares,Vested | shares	(30,318)
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares	$ 1.07
Number of Shares, Nonvested ending balance | shares
Weighted Average Grant Date Fair Value per Share, Nonvested ending balance | $ / shares

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details) - Schedule of RSUs Activities	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Schedule Of Rsus Activities Abstract
Number of Shares, Nonvested beginning balance | shares
Weighted Average Grant Date Fair Value per Share, Nonvested beginning balance | $ / shares
Number of Shares, Granted | shares	58,197
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares	$ 4.65
Number of Shares, Nonvested ending balance | shares	58,197
Weighted Average Grant Date Fair Value per Share, Nonvested ending balance | $ / shares	$ 4.65

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details) - Schedule of Black Scholes Option Pricing Model	9 Months Ended
	Sep. 30, 2023 $ / shares
Schedule Of Black Scholes Option Pricing Model Abstract
Exercise price (per share) (in Dollars per share)	$ 4.68
Expected term (years)	6 years
Volatility (annual)	72%
Risk-free rate	3.60%
Dividend yield (per share)	0%

Stock-Based Compensation (Det_5

Stock-Based Compensation (Details) - Schedule of Stock Options Activity - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023
Schedule Of Stock Options Activity Abstract
Stock Options, Outstanding Beginning Balance	3,503,790
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 2.06
Weighted Average Remaining Contractual Life, Outstanding Beginning Balance	7 years 3 months 18 days
Aggregate Intrinsic Value, Outstanding Beginning Balance	$ 6,831
Stock Options, Options granted	253,250
Weighted Average Exercise Price, Options granted	$ 4.68
Stock Options, Options forfeited	(15,844)
Weighted Average Exercise Price,Options forfeited	$ 3.68
Stock Options, Options cancelled	(20,368)
Weighted Average Exercise Price, Options cancelled	$ 1.95
Stock Options, Options exercised	(126,247)
Weighted Average Exercise Price, Options exercised	$ 2.16
Stock Options, Outstanding Ending Balance	3,594,581
Weighted Average Exercise Price, Outstanding Ending Balance	$ 2.22
Weighted Average Remaining Contractual Life, Outstanding Ending Balance	6 years 9 months 18 days
Aggregate Intrinsic Value, Outstanding Ending Balance	$ 2,823
Stock Options, Options vested and exercisable	2,847,580
Weighted Average Exercise Price, Options vested and exercisable	$ 1.74
Weighted Average Remaining Contractual Life, Options vested and exercisable	6 years 3 months 18 days
Aggregate Intrinsic Value, Options vested and exercisable	$ 2,752

Net Loss Per Common Share (Deta

Net Loss Per Common Share (Details) - Schedule of Computation of Net Loss Per Common Share - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Computation of Net Loss Per Common Share [Abstract]
Common stock options	4,519,195	4,418,871
Common stock warrants	8,507,311	73,978
Unvested restricted stock units	58,197
Unvested restricted stock		54,566
Potentially dilutive securities	13,084,703	4,547,415