Spectral AI, Inc.

Rosecliff Acquisition Corp I (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 (the “Form 10-Q”) by the prescribed due date for the reasons described below. The Company is reevaluating the classification of its Class A common stock subject to possible redemption, which were issued in connection with the Company’s initial public offering and the exercise of the underwriter’s over-allotment. In particular, Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing Liabilities from Equity , requires common stock with redemption features that are not solely within the Company’s control to be classified outside of permanent equity . The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration the requirement in the Company’s amended and restated certificate of incorporation and bylaws that a redemption cannot result in the Company’s net tangible assets being less than $5,000,001. In connection with the reevaluation, the Company anticipates that its Class A common stock subject to possible redemption will be reclassified as temporary equity in their entirety. This anticipated reclassification would result in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company also expects to revise its earnings per share (“EPS”) calculation to allocate net income (loss) evenly to Class A and Class B common stock

Rosecliff Acquisition Corp I (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) by the prescribed due date for the reasons described below. On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’)” (the “SEC Staff Statement”). The Company is currently evaluating the guidance included in the SEC Staff Statement with respect to the Company’s accounting treatment of (i) its 8,433,333 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its initial public offering (the “ IPO ” ) and (ii) the 4,706,667 redeemable warrants (together with the Public Warrants, the “Warrants”) that were issued via private placement, and is determining what effects such guidance will have on the Company's financial statements. In particular, the Company’s management is evaluating the accounting treatment of the Warrants in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity. ASC 815-40 states entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. The Company previously accounted for the Warrants as components of equity. The Company is concurrently evaluating the materiality of any potential, required adjustments related to this matter and other related accounting matters in accordance with Staff Accounting Bulletin 99