Spectral AI (Rosecliff Acquisition I) ^{Priced, Nasdaq: MDAI}

We are a newly formed blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We believe that our management team’s decades of experience and relationships with leading technology companies and their founders, executives and investors, the extensive industry and geographical reach of our management team’s network and our management team’s prior experience in private markets investing will give us a competitive advantage in pursuing a broad range of opportunities in many industries. Although we may pursue an initial business combination target in any sector, industry or geographic location, we currently intend to focus our efforts on identifying high growth technology and tech-enabled businesses domestically in industries that are being disrupted by advances in technology and on technology paradigms.