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MDAI

Spectral AI, Inc.

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7203
SEC CIK
0001833498
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70

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Dec 202500
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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
September 11, 2023 Filed Sep 13, 2023 21:14 UTC
Capone Vincent S.GENERAL COUNSEL
OtherINCENTIVE STOCK OPTION · Derivative 6,466 Not disclosed Strike: $5.57 Not disclosed
Disclosure

SEC source: 0001213900-23-076414 · ownership.xml · derivative · entry 6

Capone Vincent S. · CIK 0001992121 · GENERAL COUNSEL

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 91,927

Underlying: COMMON STOCK · 6,466 shares

Expires 2033-06-29

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F7 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the options vest on 6/29/2024, 33% vest on 6/29/2/205, and the remainder vest on 6/25/2026.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 21:14 UTC
Capone Vincent S.GENERAL COUNSEL
OtherNON-QUALIFIED STOCK OPTION · Derivative 12,027 Not disclosed Strike: $4.54 Not disclosed
Disclosure

SEC source: 0001213900-23-076414 · ownership.xml · derivative · entry 5

Capone Vincent S. · CIK 0001992121 · GENERAL COUNSEL

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 85,461

Underlying: COMMON STOCK · 12,027 shares

Expires 2033-04-13

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F6 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the options vest on 4/13/2024, 33% vest on 4/13/2025, and the remainder vest on 4/13/2026.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 21:14 UTC
Capone Vincent S.GENERAL COUNSEL
OtherINCENTIVE STOCK OPTION · Derivative 6,013 Not disclosed Strike: $4.54 Not disclosed
Disclosure

SEC source: 0001213900-23-076414 · ownership.xml · derivative · entry 4

Capone Vincent S. · CIK 0001992121 · GENERAL COUNSEL

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 73,434

Underlying: COMMON STOCK · 6,013 shares

Expires 2033-04-13

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F6 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the options vest on 4/13/2024, 33% vest on 4/13/2025, and the remainder vest on 4/13/2026.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 21:14 UTC
Capone Vincent S.GENERAL COUNSEL
OtherNON-QUALIFIED STOCK OPTION · Derivative 6,466 Not disclosed Strike: $4.43 Not disclosed
Disclosure

SEC source: 0001213900-23-076414 · ownership.xml · derivative · entry 3

Capone Vincent S. · CIK 0001992121 · GENERAL COUNSEL

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 67,421

Underlying: COMMON STOCK · 6,466 shares

Expires 2032-05-06

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F4 · derivative.exercise_date: These options vest and become exercisable as follows: 33 % of the options vested on 5/6/2023, 33% vest on 5/6/2024, and the remainder vest on 6/5/2025.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 21:14 UTC
Capone Vincent S.GENERAL COUNSEL
OtherINCENTIVE STOCK OPTION · Derivative 60,955 Not disclosed Strike: $4.43 Not disclosed
Disclosure

SEC source: 0001213900-23-076414 · ownership.xml · derivative · entry 2

Capone Vincent S. · CIK 0001992121 · GENERAL COUNSEL

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 60,955

Underlying: COMMON STOCK · 60,955 shares

Expires 2032-05-06

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F4 · derivative.exercise_date: These options vest and become exercisable as follows: 33 % of the options vested on 5/6/2023, 33% vest on 5/6/2024, and the remainder vest on 6/5/2025.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 21:14 UTC
Capone Vincent S.GENERAL COUNSEL
OtherCOMMON STOCK 9,699 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-076414 · ownership.xml · nonDerivative · entry 1

Capone Vincent S. · CIK 0001992121 · GENERAL COUNSEL

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,699

F1 · kind: On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").

F2 · price: The Reporting Person received these shares of Common Stock in connection with the Closing for no additional consideration.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 17:20 UTC
Fan WenshengDirector · CHIEF EXECUTIVE OFFICER
OtherNON-QUALIFIED STOCK OPTION · Derivative 66,704 Not disclosed Strike: $4.54 Not disclosed
Disclosure

SEC source: 0001213900-23-076421 · ownership.xml · derivative · entry 9

Fan Wensheng · CIK 0001992128 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,740,344

Underlying: COMMON STOCK · 66,704 shares

Expires 2033-04-13

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F10 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the stock options vest on 04/13/2024, 33% vest on 4/13/2025, and the remainder vest on 04/13/202

Read SEC document
September 11, 2023 Filed Sep 13, 2023 17:20 UTC
Fan WenshengDirector · CHIEF EXECUTIVE OFFICER
OtherINCENTIVE STOCK OPTION · Derivative 22,043 Not disclosed Strike: $4.54 Not disclosed
Disclosure

SEC source: 0001213900-23-076421 · ownership.xml · derivative · entry 8

Fan Wensheng · CIK 0001992128 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,673,640

Underlying: COMMON STOCK · 22,043 shares

Expires 2033-04-13

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F10 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the stock options vest on 04/13/2024, 33% vest on 4/13/2025, and the remainder vest on 04/13/202

Read SEC document
September 11, 2023 Filed Sep 13, 2023 17:20 UTC
Fan WenshengDirector · CHIEF EXECUTIVE OFFICER
OtherINCENTIVE STOCK OPTION · Derivative 77,594 Not disclosed Strike: $4.95 Not disclosed
Disclosure

SEC source: 0001213900-23-076421 · ownership.xml · derivative · entry 7

Fan Wensheng · CIK 0001992128 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,651,597

Underlying: COMMON STOCK · 77,594 shares

Expires 2032-02-03

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F9 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the stock options vested on 02/03/2023, 33% vest on 02/03/2024, and the remainder vest on 02/03/2025.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 17:20 UTC
Fan WenshengDirector · CHIEF EXECUTIVE OFFICER
OtherINCENTIVE STOCK OPTION · Derivative 9,699 Not disclosed Strike: $5.47 Not disclosed
Disclosure

SEC source: 0001213900-23-076421 · ownership.xml · derivative · entry 6

Fan Wensheng · CIK 0001992128 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,574,003

Underlying: COMMON STOCK · 9,699 shares

Expires 2031-10-08

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F8 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the stock options vested on 10/08/2022, 33% vest on 10/8/2023, and the remainder vest on 10/08/2024.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 17:20 UTC
Fan WenshengDirector · CHIEF EXECUTIVE OFFICER
OtherINCENTIVE STOCK OPTION · Derivative 342,192 Not disclosed Strike: $2.17 Not disclosed
Disclosure

SEC source: 0001213900-23-076421 · ownership.xml · derivative · entry 5

Fan Wensheng · CIK 0001992128 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,564,304

Underlying: COMMON STOCK · 342,192 shares

Expires 2031-01-15

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F7 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the stock options vested on 1/15/2022, 33% vested on 1/15/2023, and the remainder vest on 1/15/2024.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 17:20 UTC
Fan WenshengDirector · CHIEF EXECUTIVE OFFICER
OtherINCENTIVE STOCK OPTION · Derivative 87,293 Not disclosed Strike: $2.17 Not disclosed
Disclosure

SEC source: 0001213900-23-076421 · ownership.xml · derivative · entry 4

Fan Wensheng · CIK 0001992128 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,222,112

Underlying: COMMON STOCK · 87,293 shares

Expires 2030-06-25

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F6 · derivative.exercise_date: These options vest and become exercisable as follows: 25% of the stock options vested on 6/25/2021, 25% vested on 6/25/2022, 25% vested on 6/25/2023, and the remainder vest on 6/25/2024.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 17:20 UTC
Fan WenshengDirector · CHIEF EXECUTIVE OFFICER
OtherINCENTIVE STOCK OPTION · Derivative 261,881 Not disclosed Strike: $2.17 Not disclosed
Disclosure

SEC source: 0001213900-23-076421 · ownership.xml · derivative · entry 3

Fan Wensheng · CIK 0001992128 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,134,819

Underlying: COMMON STOCK · 261,881 shares

Expires 2030-06-25

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F6 · derivative.exercise_date: These options vest and become exercisable as follows: 25% of the stock options vested on 6/25/2021, 25% vested on 6/25/2022, 25% vested on 6/25/2023, and the remainder vest on 6/25/2024.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 17:20 UTC
Fan WenshengDirector · CHIEF EXECUTIVE OFFICER
OtherINCENTIVE STOCK OPTION · Derivative 872,938 Not disclosed Strike: $1.03 Not disclosed
Disclosure

SEC source: 0001213900-23-076421 · ownership.xml · derivative · entry 2

Fan Wensheng · CIK 0001992128 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 872,938

Underlying: COMMON STOCK · 872,938 shares

Expires 2029-04-30

F3 · kind: In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options).

F5 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F4 · derivative.exercise_date: These options are fully vested and exercisable.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 17:20 UTC
Fan WenshengDirector · CHIEF EXECUTIVE OFFICER
OtherCOMMON STOCK 145,489 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-076421 · ownership.xml · nonDerivative · entry 1

Fan Wensheng · CIK 0001992128 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 145,489

F1 · kind: On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").

F2 · price: The Reporting Person received these shares of Common Stock in connection with the Closing for no additional consideration.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 16:48 UTC Exercise / conversionClass B Common Stock · Derivative 25,000 $0.00 $0.00
Disclosure

SEC source: 0001209191-23-049208 · doc4.xml · derivative · entry 2

Radecki Brian J · CIK 0001402193 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 25,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation, the Issuer consummated its initial business combination on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.

F1 · kind: Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation, the Issuer consummated its initial business combination on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.

F2 · derivative.exercise_date: Shares of the Issuer's Class B common stock were automatically convertible into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and had no expiration date.

F2 · derivative.expiration_date: Shares of the Issuer's Class B common stock were automatically convertible into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and had no expiration date.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 16:48 UTC Exercise / conversionCommon Stock 25,000 $0.00 $0.00
Disclosure

SEC source: 0001209191-23-049208 · doc4.xml · nonDerivative · entry 1

Radecki Brian J · CIK 0001402193 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 25,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation, the Issuer consummated its initial business combination on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 21:45 UTC Exercise / conversionClass B Common Stock · Derivative 20,000 $0.00 $0.00
Disclosure

SEC source: 0001209191-23-049321 · doc4.xml · derivative · entry 2

Bellini Heather · CIK 0001845220 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 20,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation, the Issuer consummated its initial business combination on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.

F1 · kind: Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation, the Issuer consummated its initial business combination on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.

F2 · derivative.exercise_date: Shares of the Issuer's Class B common stock were automatically convertible into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and had no expiration date.

F2 · derivative.expiration_date: Shares of the Issuer's Class B common stock were automatically convertible into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and had no expiration date.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 21:45 UTC Exercise / conversionCommon Stock 20,000 $0.00 $0.00
Disclosure

SEC source: 0001209191-23-049321 · doc4.xml · nonDerivative · entry 1

Bellini Heather · CIK 0001845220 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 20,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation, the Issuer consummated its initial business combination on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 21:23 UTC
Windler NilsCHIEF FINANCIAL OFFICER
OtherNON-QUALIFIED STOCK OPTION · Derivative 6,466 Not disclosed Strike: $4.54 Not disclosed
Disclosure

SEC source: 0001213900-23-076429 · ownership.xml · derivative · entry 3

Windler Nils · CIK 0001992144 · CHIEF FINANCIAL OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 116,391

Underlying: COMMON STOCK · 6,466 shares

Expires 2033-04-13

F1 · kind: On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").

F3 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F4 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the stock options vest on 4/13/2024; 33% vest on 4/13/2025; and the remainder vest on 4/13/2026.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 21:23 UTC
Windler NilsCHIEF FINANCIAL OFFICER
OtherINCENTIVE STOCK OPTION · Derivative 12,932 Not disclosed Strike: $4.54 Not disclosed
Disclosure

SEC source: 0001213900-23-076429 · ownership.xml · derivative · entry 2

Windler Nils · CIK 0001992144 · CHIEF FINANCIAL OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 109,925

Underlying: COMMON STOCK · 12,932 shares

Expires 2033-04-13

F1 · kind: On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").

F3 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F4 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the stock options vest on 4/13/2024; 33% vest on 4/13/2025; and the remainder vest on 4/13/2026.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 21:23 UTC
Windler NilsCHIEF FINANCIAL OFFICER
OtherINCENTIVE STOCK OPTION · Derivative 96,993 Not disclosed Strike: $5.26 Not disclosed
Disclosure

SEC source: 0001213900-23-076429 · ownership.xml · derivative · entry 1

Windler Nils · CIK 0001992144 · CHIEF FINANCIAL OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 96,993

Underlying: COMMON STOCK · 96,993 shares

Expires 2031-12-17

F1 · kind: On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").

F3 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F2 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the stock options vested on 12/17/2022; 33% vest on 12/17/2023; and the remainder vest on 12/17/2024.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 21:17 UTC OtherRESTRICTED STOCK UNITS · Derivative 19,398 Not disclosed Strike: $4.49 Not disclosed
Disclosure

SEC source: 0001213900-23-076416 · ownership.xml · derivative · entry 2

Cotton Richard John · CIK 0001992322 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 19,398

Underlying: COMMON STOCK · 19,398 shares

Expires not disclosed

F3 · kind: Each restricted stock unit ("RSUs") represents a contingent right to receive one share of Common Stock. In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding RSUs.

F5 · price: The RSUs do not expire, as they convert to shares of Common Stock once vested.

F4 · derivative.exercise_date: The RSUs vest as follows: 50% of the RSUs vest on 4/13/2024, 25% vest on 4/13/2025, and the remainder vest on 4/13/2026.

F6 · derivative.expiration_date: The Reporting Person received these securities in connection with the Closing, for no additional consideration.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 21:17 UTC OtherCOMMON STOCK 32,879 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-076416 · ownership.xml · nonDerivative · entry 1

Cotton Richard John · CIK 0001992322 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 32,879

F1 · kind: On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").

F2 · price: The Reporting Person received these shares of Common Stock in connection with the Closing for no additional consideration.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 16:46 UTC Exercise / conversionClass B Common Stock · Derivative 20,000 $0.00 $0.00
Disclosure

SEC source: 0001209191-23-049206 · doc4.xml · derivative · entry 2

Edmonds Franklin S. Jr. · CIK 0001845216 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 20,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation, the Issuer consummated its initial business combination on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.

F1 · kind: Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation, the Issuer consummated its initial business combination on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.

F2 · derivative.exercise_date: Shares of the Issuer's Class B common stock were automatically convertible into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and had no expiration date.

F2 · derivative.expiration_date: Shares of the Issuer's Class B common stock were automatically convertible into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and had no expiration date.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 16:46 UTC Exercise / conversionCommon Stock 20,000 $0.00 $0.00
Disclosure

SEC source: 0001209191-23-049206 · doc4.xml · nonDerivative · entry 1

Edmonds Franklin S. Jr. · CIK 0001845216 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 20,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation, the Issuer consummated its initial business combination on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 16:44 UTC Exercise / conversionClass B Common Stock · Derivative 815,000 $0.00 $0.00
Disclosure

SEC source: 0001209191-23-049203 · doc4.xml · derivative · entry 3

Rosecliff Acquisition Sponsor I LLC · CIK 0001833497 · Director

Murphy Michael Patrick · CIK 0001845597 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 815,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation ("Spectral"), the Issuer consummated its initial business combination (the "Business Combination") on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.

F1 · kind: Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation ("Spectral"), the Issuer consummated its initial business combination (the "Business Combination") on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.

F4 · derivative.exercise_date: Shares of the Issuer's Class B common stock were automatically convertible into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and had no expiration date.

F4 · derivative.expiration_date: Shares of the Issuer's Class B common stock were automatically convertible into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and had no expiration date.

F5 · balance_after: Pursuant to that certain Sponsor Letter Agreement, dated April 11, 2023, by and among the Issuer, Sponsor and Spectral, Sponsor forfeited 5,380,000 shares of Class B common stock to the Issuer for no consideration immediately prior to the Business Combination.

F2 · ownership.direct: Rosecliff Acquisition Sponsor I LLC ("Sponsor") is the record holder of the securities reported herein. Rosecliff Credit Opportunity Fund I, L.P. ("RSO") is the managing member of Sponsor. Rosecliff Credit Opportunity Fund I GP, LLC ("Fund") is the general partner of RSO. Michael Murphy is the managing member of Fund. As a result of the foregoing, Mr. Murphy may be deemed to beneficially own the securities held by Sponsor. Mr. Murphy disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 16:44 UTC GrantCommon Stock 33,333 $0.00 $0.00
Disclosure

SEC source: 0001209191-23-049203 · doc4.xml · nonDerivative · entry 2

Rosecliff Acquisition Sponsor I LLC · CIK 0001833497 · Director

Murphy Michael Patrick · CIK 0001845597 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 848,333

F3 · kind: Reflects 33,333 shares of the Issuer's Class A common stock issued by the Issuer to Sponsor in settlement of $310,000 in administrative services fees owed by the Issuer to Sponsor.

F2 · ownership.direct: Rosecliff Acquisition Sponsor I LLC ("Sponsor") is the record holder of the securities reported herein. Rosecliff Credit Opportunity Fund I, L.P. ("RSO") is the managing member of Sponsor. Rosecliff Credit Opportunity Fund I GP, LLC ("Fund") is the general partner of RSO. Michael Murphy is the managing member of Fund. As a result of the foregoing, Mr. Murphy may be deemed to beneficially own the securities held by Sponsor. Mr. Murphy disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Read SEC document
September 11, 2023 Filed Sep 13, 2023 16:44 UTC Exercise / conversionCommon Stock 815,000 $0.00 $0.00
Disclosure

SEC source: 0001209191-23-049203 · doc4.xml · nonDerivative · entry 1

Rosecliff Acquisition Sponsor I LLC · CIK 0001833497 · Director

Murphy Michael Patrick · CIK 0001845597 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 815,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Pursuant to that certain Business Combination Agreement, dated as of April 11, 2023, by and among the Issuer, Ghost Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Ghost Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, and Spectral MD Holdings, Ltd., a Delaware corporation ("Spectral"), the Issuer consummated its initial business combination (the "Business Combination") on September 11, 2023, whereby, among other things, each share of the Issuer's Class B common stock was converted into one share of the Issuer's Class A common stock, which was redesignated as common stock.

F2 · ownership.direct: Rosecliff Acquisition Sponsor I LLC ("Sponsor") is the record holder of the securities reported herein. Rosecliff Credit Opportunity Fund I, L.P. ("RSO") is the managing member of Sponsor. Rosecliff Credit Opportunity Fund I GP, LLC ("Fund") is the general partner of RSO. Michael Murphy is the managing member of Fund. As a result of the foregoing, Mr. Murphy may be deemed to beneficially own the securities held by Sponsor. Mr. Murphy disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Read SEC document
September 11, 2023 Filed Sep 14, 2023 16:02 UTC OtherINCENTIVE STOCK OPTION · Derivative 7,274 Not disclosed Strike: $4.54 Not disclosed
Disclosure

SEC source: 0001213900-23-076679 · ownership.xml · derivative · entry 5

Thatcher Jeffrey Edward · CIK 0001992211 · CHIEF SCIENTIST

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,274

Underlying: COMMON STOCK · 7,274 shares

Expires 2033-04-13

F1 · kind: On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").

F4 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F6 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the stock options vest on 4/13/2024; 33% vest on 4/13/2025; and the remainder vest on 4/13/2026.

Read SEC document
September 11, 2023 Filed Sep 14, 2023 16:02 UTC OtherINCENTIVE STOCK OPTION · Derivative 24,248 Not disclosed Strike: $4.95 Not disclosed
Disclosure

SEC source: 0001213900-23-076679 · ownership.xml · derivative · entry 4

Thatcher Jeffrey Edward · CIK 0001992211 · CHIEF SCIENTIST

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 24,248

Underlying: COMMON STOCK · 24,248 shares

Expires 2032-02-03

F1 · kind: On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").

F4 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F5 · derivative.exercise_date: These options vest and become exercisable as follows: 33% of the stock options vested on 2/3/2023; 33% vest on 2/3/2024; and the remainder vest on 2/3/2025.

Read SEC document
September 11, 2023 Filed Sep 14, 2023 16:02 UTC OtherINCENTIVE STOCK OPTION · Derivative 232,783 Not disclosed Strike: $2.17 Not disclosed
Disclosure

SEC source: 0001213900-23-076679 · ownership.xml · derivative · entry 3

Thatcher Jeffrey Edward · CIK 0001992211 · CHIEF SCIENTIST

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 232,783

Underlying: COMMON STOCK · 232,783 shares

Expires 2030-06-25

F1 · kind: On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").

F4 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F3 · derivative.exercise_date: These options are vested and exercisable.

Read SEC document
September 11, 2023 Filed Sep 14, 2023 16:02 UTC OtherINCENTIVE STOCK OPTION · Derivative 569,350 Not disclosed Strike: $1.03 Not disclosed
Disclosure

SEC source: 0001213900-23-076679 · ownership.xml · derivative · entry 2

Thatcher Jeffrey Edward · CIK 0001992211 · CHIEF SCIENTIST

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 569,350

Underlying: COMMON STOCK · 569,350 shares

Expires 2029-04-30

F1 · kind: On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").

F4 · price: The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests.

F3 · derivative.exercise_date: These options are vested and exercisable.

Read SEC document
September 11, 2023 Filed Sep 14, 2023 16:02 UTC OtherCOMMON STOCK 23,278 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-076679 · ownership.xml · nonDerivative · entry 1

Thatcher Jeffrey Edward · CIK 0001992211 · CHIEF SCIENTIST

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 23,278

F1 · kind: On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock").

F2 · price: The Reporting Person received these shares of Common Stock in connection with the Closing for no additional consideration.

Read SEC document
January 04, 2023 Filed Feb 11, 2023 01:50 UTC SaleWarrant · Derivative 1,461 $0.05 $73.05
Disclosure

SEC source: 0001209191-23-008573 · doc4.xml · derivative · entry 2

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 322,041

Underlying: Class A Ordinary Shares · 1,461 shares

Expires not disclosed

F1 · derivative.exercise_price: Each warrant of Rosecliff Acquisition Corp I. (the "Issuer") entitles the holder to purchase one share of Class A ordinary shares at $11.50. The warrants become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and expire five years after the completion of the initial Business Combination.

F1 · derivative.exercise_date: Each warrant of Rosecliff Acquisition Corp I. (the "Issuer") entitles the holder to purchase one share of Class A ordinary shares at $11.50. The warrants become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and expire five years after the completion of the initial Business Combination.

F1 · derivative.expiration_date: Each warrant of Rosecliff Acquisition Corp I. (the "Issuer") entitles the holder to purchase one share of Class A ordinary shares at $11.50. The warrants become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and expire five years after the completion of the initial Business Combination.

F2 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F3 · ownership.nature: The securities of the Issuer reported herein as indirectly purchased were beneficially owned directly by Goldman Sachs and indirectly by GS Group.

Read SEC document
January 04, 2023 Filed Feb 11, 2023 01:50 UTC SaleWarrant · Derivative 17,280 $0.04 $727.49
Disclosure

SEC source: 0001209191-23-008573 · doc4.xml · derivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 323,502

Underlying: Class A Ordinary Shares · 17,280 shares

Expires not disclosed

F1 · derivative.exercise_price: Each warrant of Rosecliff Acquisition Corp I. (the "Issuer") entitles the holder to purchase one share of Class A ordinary shares at $11.50. The warrants become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and expire five years after the completion of the initial Business Combination.

F1 · derivative.exercise_date: Each warrant of Rosecliff Acquisition Corp I. (the "Issuer") entitles the holder to purchase one share of Class A ordinary shares at $11.50. The warrants become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and expire five years after the completion of the initial Business Combination.

F1 · derivative.expiration_date: Each warrant of Rosecliff Acquisition Corp I. (the "Issuer") entitles the holder to purchase one share of Class A ordinary shares at $11.50. The warrants become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and expire five years after the completion of the initial Business Combination.

F2 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F3 · ownership.nature: The securities of the Issuer reported herein as indirectly purchased were beneficially owned directly by Goldman Sachs and indirectly by GS Group.

Read SEC document
May 21, 2021 Filed May 25, 2021 22:08 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 1,125 $9.89 $11,126.25
Disclosure

SEC source: 0001076809-21-000194 · rclfu20210525.xml · nonDerivative · entry 1

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,512,808

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

Read SEC document
May 06, 2021 Filed May 6, 2021 23:35 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 15,000 $10.00 $150,000.00
Disclosure

SEC source: 0001076809-21-000187 · rclfu20210506.xml · nonDerivative · entry 3

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,513,977

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

Read SEC document
May 05, 2021 Filed May 6, 2021 23:35 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 15,000 $10.00 $150,000.00
Disclosure

SEC source: 0001076809-21-000187 · rclfu20210506.xml · nonDerivative · entry 2

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,532,656

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

Read SEC document
May 04, 2021 Filed May 6, 2021 23:35 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 45,044 $9.99 $449,989.56
Disclosure

SEC source: 0001076809-21-000187 · rclfu20210506.xml · nonDerivative · entry 1

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,547,656

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

Read SEC document
April 29, 2021 Filed May 3, 2021 23:18 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 1,450 $10.00 $14,500.00
Disclosure

SEC source: 0001076809-21-000185 · rclfu20210503.xml · nonDerivative · entry 1

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,592,700

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

Read SEC document
April 16, 2021 Filed Apr 21, 2021 12:09 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 577 $10.00 $5,770.00
Disclosure

SEC source: 0001076809-21-000180 · rclfu20210421.xml · nonDerivative · entry 1

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,594,150

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

Read SEC document
April 15, 2021 Filed Apr 15, 2021 21:14 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 12,333 $10.00 $123,330.00
Disclosure

SEC source: 0001076809-21-000176 · rclfu20210415.xml · nonDerivative · entry 3

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,594,727

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

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April 14, 2021 Filed Apr 15, 2021 21:14 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 20,000 $9.98 $199,600.00
Disclosure

SEC source: 0001076809-21-000176 · rclfu20210415.xml · nonDerivative · entry 2

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,607,060

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

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April 13, 2021 Filed Apr 15, 2021 21:14 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 8,032 $9.98 $80,159.36
Disclosure

SEC source: 0001076809-21-000176 · rclfu20210415.xml · nonDerivative · entry 1

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,627,060

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

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April 09, 2021 Filed Apr 9, 2021 22:56 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 20,000 $9.97 $199,400.00
Disclosure

SEC source: 0001076809-21-000167 · rclfu20210409.xml · nonDerivative · entry 3

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,635,092

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

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April 08, 2021 Filed Apr 9, 2021 22:56 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 20,000 $9.95 $199,000.00
Disclosure

SEC source: 0001076809-21-000167 · rclfu20210409.xml · nonDerivative · entry 2

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,655,092

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

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April 07, 2021 Filed Apr 9, 2021 22:56 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 2,435 $9.95 $24,228.25
Disclosure

SEC source: 0001076809-21-000167 · rclfu20210409.xml · nonDerivative · entry 1

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,675,092

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

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April 06, 2021 Filed Apr 7, 2021 00:30 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 1,965 $9.95 $19,551.75
Disclosure

SEC source: 0001076809-21-000163 · rclfu20210406.xml · nonDerivative · entry 3

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,677,527

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

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April 05, 2021 Filed Apr 7, 2021 00:30 UTC
GLAZER PAUL J10% owner
SaleClass A Common Stock 12,139 $9.95 $120,783.05
Disclosure

SEC source: 0001076809-21-000163 · rclfu20210406.xml · nonDerivative · entry 2

GLAZER CAPITAL, LLC · CIK 0001076809 · 10% owner

GLAZER PAUL J · CIK 0001133985 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1.

Disclosed balance after: 2,679,492

F1 · ownership.nature: The securities reported herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company, serves as investment manager. Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC. Each of Glazer Capital, LLC and Mr. Paul J. Glazer disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.