United States securities and exchange commission logo
December 1, 2023
Wensheng Fan
Chief Executive Officer
Spectral AI, Inc.
2515 McKinney Avenue, Suite 1000
Dallas, Texas 75201
Re: Spectral AI, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed November 21,
2023
File No. 333-275218
Dear Wensheng Fan:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1. Please revise your
cover page and elsewhere in the registration statement to disclose the
price that the selling
securityholders paid for the 566,667 shares of common stock being
registered for resale.
2. Here and in your risk
factor and MD&A sections and elsewhere where you address your
recent trading prices
as compared to the warrant exercise price, please revise to clarify that
your warrants are out
the money and it is unlikely that warrant holders would exercise
their warrants while
the trading price is below the warrant exercise price. Disclose that
cash proceeds
associated with the exercises of the warrants are dependent on the stock
price. As applicable,
describe the impact on your liquidity and update the discussion on
the ability of your
company to fund your operations on a prospective basis with your
current cash on hand.
Wensheng Fan
Spectral AI, Inc.
December 1, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
59
3. We note that the projected Spectral revenues for 2023 were $31.3
million, as set forth in
the prospective financial information prepared by Spectral's
management and provided to
the RCLF Board in connection with the evaluation of the Business
Combination. We also
note that your actual revenues for the nine months ended September 30,
2023 was
approximately $12.8 million. It appears that you will miss your 2023
revenue projection.
Please update your disclosure in Liquidity and Capital Resources, and
elsewhere, to
provide updated information about your financial position and further
risks to your
business operations and liquidity in light of these circumstances.
Company Overview, page 70
4. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the common
stock, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
5. Please expand your discussion here to reflect the fact that this
offering involves the
FirstName LastNameWensheng Fan
potential sale of a substantial portion of shares for resale and discuss
how such sales could
Comapany NameSpectral
impact AI, Inc.
the market price of the company s common stock. We refer to
your disclosure on
page1,52.
December 2023 Page 2
FirstName LastName
Wensheng Fan
FirstName
Spectral AI,LastNameWensheng Fan
Inc.
Comapany1,
December NameSpectral
2023 AI, Inc.
December
Page 3 1, 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Lynwood E. Reinhardt, Esq.