LONDON, UK: Spectral MD Holdings, Ltd. (AIM: SMD), which specializes in medical diagnostics using AI for faster and more precise treatment decisions in wound care, has announced a business combination agreement with Rosecliff Acquisition Corp I (RCLF), a special purpose acquisition company listed on Nasdaq.

The two companies will combine to form the Combined Company, which is expected to operate under the name Spectral AI and be listed on Nasdaq under the symbol MDAI after the completion of the Transaction.

The proposed Transaction values Spectral MD at an estimated enterprise value of $170 million, equivalent to approximately 101p per share on the AIM market (assuming no redemptions).

The management team, led by founder and CEO Wensheng Fan, will remain the same, and current Spectral MD shareholders will roll 100% of their equity into the Transaction.

The Transaction is expected to provide the Combined Company with better access to new sources of capital, speed up readiness for potential U.S. federal procurement contracts, and boost efforts to commercially develop its AI Wound Diagnostics Technology in the U.S., EU, and U.K. The technology includes 3-D wound measurement, digital wound assessment, and treatment for both burn and DFU indications.

Wensheng Fan, Chief Executive Officer of Spectral MD, said: “This transaction is an excellent strategic move for Spectral MD. For the past 10 years, the Spectral MD team and our key partners have been developing cutting edge AI solutions that have demonstrated tremendous promise and are now on the cusp of delivering for healthcare providers and patients.

Spectral MD solves an unmet need in healthcare that goes far beyond current solutions by leveraging relevant AI technology to enhance the diagnostic accuracy of the healthcare provider, improve patient outcomes and significantly lower costs.

The Nasdaq listing will ensure we are well positioned to capitalize on U.S. federal procurement contracts, our planned FDA and CE mark submissions in 2023 and 2024, and our commercialization roadmap for burn, DFU, 3-D wound size measurement, as well as support the advancement of additional pipeline clinical applications. I am excited to be working with the Rosecliff team in executing our vision of transforming patient care and improving clinical outcomes.”

Mike Murphy, Chief Executive Officer of Rosecliff Acquisition Corp, said: “Great companies and great opportunities transcend current market conditions. The Rosecliff team has done its work and we believe Spectral MD to be a leading AI-driven and disruptive healthcare platform.

We believe that Wensheng and his team have developed difficult-to-duplicate predictive analytics technology designed to transform treatment protocols, drive superior results for wound care management, and lower healthcare costs, all while managing a deep pipeline of additional AI-platform indications focused on delivering further benefits to consumers and value for investors.

Rosecliff Acquisition Corp believes the near-term and long-term prospects for Spectral MD are exceptional and we are excited to be partnering with Spectral MD and provide the company with a new source of capital, and increased exposure, to ensure it can deliver on its growth, regulatory and commercialization initiatives.”

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