Spectral AI, Inc.

2515 McKinney Avenue, Suite 1000

Dallas, Texas 75201

 

October 29, 2024

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 

Re:	Spectral AI, Inc. Registration Statement on Form S-3 (File No. 333-282681)

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Spectral AI, Inc. (the “Company”), the undersigned hereby requests that the Company’s Registration Statement on Form S-3 (File No. 333-282681) filed with the U.S. Securities and Exchange Commission on October 16, 2024 (the “Registration Statement”), be accelerated so that the Registration Statement will become effective on October 31, 2024, at 5:30 p.m., Eastern Standard Time, or as soon as practicable thereafter.

 

Please contact Herbert F. Kozlov (hkozlov@reedsmith.com / telephone: (212) 549-0241) of Reed Smith LLP with any questions and please notify when this request for acceleration has been granted.

 

	Very truly yours,
	SPECTRAL AI, INC.
	By:	/s/ Vincent S. Capone
		Vincent S. Capone Chief Financial Officer and General Counsel

 

cc:  

Herbert F. Kozlov, Esq., Reed Smith LLP

Lynwood E. Reinhardt, Esq., Reed Smith LLP