FAQs

Spectral AI, Inc.

de-SPAC Transaction Summary

When was the de-SPAC transaction completed?

The de-SPAC transaction was completed on September 11, 2023.  The new holding company changed its name to Spectral AI, Inc. and beginning trading September 12, 2023 on Nasdaq under the ticker symbol MDAI.

Do the former shareholders of Spectral MD still own a majority of the shares of Spectral AI, Inc.?

Yes, the former shareholders of Spectral MD own the majority of shares of MDAI on an outstanding and fully-diluted basis.  Please see the capitalization table below:

Share Ownership

Description

Shares

Percentage

Shares Outstanding:

Public Shareholders

280,485

1.7%

RCLF Founders

880,000

5.5%

Spectral Common shareholders

14,961,131

92.8%

Total Shares Outstanding

16,121,616

100.0%

Shares Outstanding

16,121,616

55.2%

Options/Warrants/RSUs

4,651,365

15.9%

Public Warrants

8,433,333

28.9%

Total Fully-Diluted Shares

29,206,314

100.0%

What happened to the public warrants that existed in the SPAC prior to the de-SPAC transaction?

The public warrants remained outstanding following the de-SPAC transaction. See below for the terms of the public warrants:

Public Warrants

Number:

8,433,333

Exercise Price:

$

11.50

How much of the Trust Account Assets stayed in the transaction through Closing?

Rosecliff had a total Trust Account of approximately $4.6 million at the inception of the de-SPAC transaction and $2,874,000 of that amount was retained by MDAI following the de-SPAC transaction.

SMD raised approximately $3.3 million to support the costs associated with completing the de-SPAC transaction.

Total Amount of Fund-Raising for the de-SPAC transaction:

$

3,351,000.00

Per Share Price:

$

4.50

Shares Issued in MDAI (representing 7,679,198 shares of SMD)

744,666.67

What was the total amount of expenses associated with the de-SPAC transaction?

MDAI was obligated to satisfy $3.25 million of expenses of Rosecliff as part of the de-SPAC transaction. In addition to those costs, MDAI incurred its own transaction costs relating to investment bankers, accountants, consultants, lawyers and advisers as set forth below:

Total Costs incurred by MDAI relating to the de-SPAC transaction:

Cash:

$

3,920,241.85

Stock Components:

$

8,666,670.00

Total:

$

12,586,911.85

How do I get my shares of MDAI after completion of the de-SPAC Transaction?

MDAI retained Continental Stock Transfer & Trust Company as its transfer agent for its shares.  Each shareholder of record will receive 1 share of MDAI stock in exchange for 10.31 shares of SMD.

If you have questions regarding receiving your MDAI shares, please contact Continental Stock Transfer & Trust Company at 212.509.4000 or 800.509.5586 or email cstmail@continentalstock.com.