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United States securities and exchange commission logo
November 7, 2023
Wensheng Fan
Chief Executive Officer
Spectral AI, Inc.
2515 McKinney Avenue, Suite 1000
Dallas, Texas 75201
Re: Spectral AI, Inc.
Registration
Statement on Form S-1
Filed October 30,
2023
File No. 333-275218
Dear Wensheng Fan:
Our initial review of your registration statement indicates that
it fails in numerous
material respects to comply with the requirements of the Securities Act
of 1933, the rules and
regulations thereunder and the requirements of the form. More
specifically, please address the
following:
Form S-1 requires that
registrants which are smaller reporting companies file an audited
balance sheet as of the
end of each of the most recent two fiscal years, and audited
statements of
comprehensive income, cash flows and changes in stockholders' equity for
each of the two fiscal
years preceding the date of the most recent audited balance sheet.
Please refer to Rule
8-02 of Regulation S-X and amend accordingly.
Form S-1 also requires
that registrants file a copy of the auditor's consent to the use of its
audit report or an
acknowledgment letter regarding the use of its review report in any
filing under the
Securities Act as an exhibit. Please refer to Item 601(B)(23) of Regulation
S-K and amend
accordingly.
We will provide more detailed comments relating to your
registration statement
following our review of a substantive amendment that addresses these
deficiencies.
Please contact Juan Grana at 202-551-6034 or Jane Park at
202-551-7439 with any
questions.
Wensheng Fan
Spectral AI, Inc.
November 7, 2023
Page 2
Sincerely,
FirstName LastNameWensheng Fan Division of Corporation Finance
Office of Industrial Applications and
Comapany NameSpectral AI, Inc.
Services
November 7, 2023 Page 2
cc: Lynwood E. Reinhardt, Esq.
FirstName LastName