Rosecliff Acquisition Corp I

Government-funded development revenue is contracting by design as the BARDA contract moves to a cost-share phase, while commercial sales have not yet begun — the first are targeted for year end 2026. The narrower net loss comes from warrant fair-value movement, not operations.

Revenue halved over six months while debt rose $6.5 million, and warrant liabilities of $11.8 million alone exceed half of total assets. Total liabilities are $31.5 million against $19.4 million of assets, and $3.9 million of notes come due within the year against $14.0 million of cash.

Nasdaq Rule 5635(b) is the change-of-control rule, not the 20% rule - a vote under it means the contemplated issuance to Hudson Bay could hand a single investor effective control of the company. Combined with a purchase price set by formula under the Purchase Agreement rather than fixed, holders are being asked to approve open-ended dilution to one counterparty, weeks after a CEO change in February 2026.

Rule 5635(b) governs issuances that could result in a change of control, so the equity line with YA II PN is large enough to shift who controls the company — and it is put to holders alongside a new incentive plan at a moment of maximum management instability. Mr. Fan resigned as chief executive and director on February 29, 2024 and Dr. Pagoulatos as chief operating officer on March 29, 2024, leaving Mr. Carlson to lead a company that is also contemplating spinning off Spectral IP to shareholders.

The 17,000,000 shares are approximately 92.7% of the combined company's outstanding common stock immediately after closing, so RCLF's own holders and sponsor keep the remainder — and that already assumes no public stockholder redeems. The other stated assumptions are demanding: all Private Placement Warrants forfeited, no Public Warrants exercised, the Sponsor and Initial Stockholders retaining 880,000 Founder Shares, and every New Option, Warrant and RSU vested and exercised. At the $10.00 IPO price of February 17, 2021 the consideration implies about $170 million of equity value.

Those 17,000,000 shares represent approximately 92.7% of the combined company's issued and outstanding stock immediately after closing, so the SPAC side keeps well under a tenth before any redemptions. That assumes no public stockholder redeems, no Equity Incentive Plan issuance, forfeiture of all Private Placement Warrants, no Private Placement shares, and that the Sponsor and other Initial Stockholders retain 880,000 Founder Shares. The filing values the consideration at about $170 million by assuming $10.00 per RCLF share, the price at which RCLF completed its IPO on February 17, 2021.

What changed: Exhibit 99.1 to an 8-K of Spectral AI, Inc. (Nasdaq: MDAI): the August 11, 2026 press release reporting Q2 2026 results. Research and development revenue was $3.5 million versus $5.1 million, and $7.5 million versus $11.8 million for the year to date, which the company attributes to reduced reimbursed costs under its BARDA Project BioShield contract following FDA clearance and to cost-share provisions of the follow-on development phase under which the company funds part of its own development costs. Gross margin was 31.6% versus 45.2% in the quarter and 41.8% versus 46.4% year to date. Why it matters: Government-funded development revenue is contracting by design as the BARDA contract moves to a cost-share phase, while commercial sales have not yet begun — the first are targeted for year end 2026. The narrower net loss comes from warrant fair-value movement, not operations.

What changed: The 10-Q filed for the quarter ended June 30, 2026 is that of Spectral AI, Inc. (Nasdaq: MDAI, warrants at $2.75), with 32,184,928 shares outstanding as of August 11, 2026. Research and development revenue fell to $3,524 thousand for the quarter from $5,065 thousand and to $7,515 thousand for the six months from $11,772 thousand, while total operating costs rose to $5,437 thousand from $4,413 thousand, widening the operating loss to $4,324 thousand from $2,123 thousand; the net loss was $4,176 thousand for the quarter and $7,588 thousand for the six months. Why it matters: Revenue halved over six months while debt rose $6.5 million, and warrant liabilities of $11.8 million alone exceed half of total assets. Total liabilities are $31.5 million against $19.4 million of assets, and $3.9 million of notes come due within the year against $14.0 million of cash.

What changed: Spectral AI, Inc., the Rosecliff Acquisition Corp I successor, filed the July 7, 2026 offer letter appointing Darcy L. Bajko as Chief Commercial Officer with an anticipated start date of July 31, 2026, subject to a background check, reporting to Chief Executive Officer Vince Capone. The annual salary is $315,000, with eligibility for a discretionary annual bonus of up to 30% of salary based on perceived performance and contribution to revenue and profitability, and 401(k) participation after three months with a dollar-for-dollar match up to 6% of base salary. Why it matters: Routine executive hiring with no trust, redemption right or deadline in play. The signal is commercial rather than governance: a company appointing its first named Chief Commercial Officer at a $315,000 salary with a bonus tied explicitly to revenue and profitability is staffing to convert a development-stage product into sales. The cash cost is small and no equity grant appears in the captured text, so there is no measurable dilution for former RCLF holders from this appointment.