Spectral MD Holdings, the AIM listed artificial intelligence company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, has entered into a business combination agreement to combine with Rosecliff Acquisition Corp, a special purpose acquisition company listed on Nasdaq.

Upon completion of the transaction, the newly combined company expects to operate under the name ‘Spectral AI’ and to be listed on Nasdaq. To enable this, Spectral MD intends to cancel the admission of its common stock to trading on the AIM market of the London Stock Exchange in connection with the consummation of the proposed transaction, subject to shareholder approval.

Following the completion of the proposed transaction, the combined company will operate under the same management team, led by founder and Chief Executive Officer Wensheng Fan with current Spectral MD shareholders rolling 100% of their equity into the transaction.

The Reed Smith team advising on the deal is led by corporate partners Herb Kozlov, Lynwood Reinhardt and Wendy Grasso, with support from associates Russell Schneider, Brooke Dorris, Alaina Billingham, Annie Schohl and Brandon Dekema.

The proposed Transaction is expected to be completed in Q3 2023, subject to, among other things, the approval by Rosecliff stockholders and Spectral MD shareholders and the satisfaction or waiver of other customary closing conditions.