Spangenberg Amends Spectral AI Stake

TL;DR

**Erich Spangenberg just updated his stake in Spectral AI, signaling a potential change in his investment strategy.**

AI Summary

Erich Spangenberg, through ELS 1960 Family, L.P., filed an amended Schedule 13D/A on February 26, 2024, regarding his beneficial ownership in Spectral AI, Inc. (NASDAQ: SDAI). This amendment, number 2, updates the previous filing and indicates a change in ownership or intent, with the original event requiring the filing occurring on November 27, 2023. The filing details C. Robert Bruner of Haynes and Boone, LLP as the contact for notices.

Why It Matters

This filing signals a potential shift in influence or strategy by a significant shareholder, Erich Spangenberg, in Spectral AI, Inc., which could impact the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in significant shareholder positions can introduce uncertainty or signal potential strategic shifts, which could lead to stock volatility.

Key Players & Entities

• Erich Spangenberg (person) — Filing person, beneficial owner
• Spectral AI, Inc. (company) — Subject company, issuer
• ELS 1960 Family, L.P. (company) — Group member, filing entity
• C. Robert Bruner (person) — Authorized to receive notices
• Haynes and Boone, LLP (company) — Legal counsel
• November 27, 2023 (date) — Date of event requiring filing
• February 26, 2024 (date) — Filing date
• $0.0001 (dollar_amount) — Par value per share of Common Stock

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• d764490dsc13da.htm (SC 13D/A) — 61KB
• 0001193125-24-046198.txt ( ) — 62KB

is hereby amended and restated in its entirety as follows

Item 2 is hereby amended and restated in its entirety as follows: (a) This Schedule 13D is being filed jointly pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the Act), by and on behalf of Erich Spangenberg and ELS 1960 Family, L.P., a Texas limited partnership (ELS, and together with Mr. Spangenberg, the Reporting Persons). (b) The principal business address of the Mr. Spangenberg is 78 SW Street, Suite 500, Miami, Florida 33130. The principal business address of ELS is 2323 Victory Avenue, Suite 700, Dallas, Texas 75219. (c) The present principal occupation of Mr. Spangenberg is serving as (i) the managing partner of Sauvegarder Investment Management LLC, whose address is 78 SW Street, Suite 500 Miami, Florida 33130, and (ii) a director on the board of directors of the Issuer (the Board of Directors) and Chairman of the Executive Committee and the Nominating and Corporate Governance Committee of the Issuer, whose address is 325 N Saint Paul Street, Suite 4850, Dallas, Texas 75201. The principal business of ELS is acquiring, holding and selling securities for investment purposes. (d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Spangenberg is a citizen of the United States of America. ELS is organized in Texas. Item4. Purpose of Transaction

is hereby amended and restated in its entirety as follows

Item 4 is hereby amended and restated in its entirety as follows: As disclosed in the Issuers press release dated November 27, 2023 (the Spangenberg Press Release), the Board of Directors appointed Mr. Erich Spangenberg to serve as (i) a director on the Board of Directors, (ii) Chairman of the Executive Committee of the Issuer, and (iii) Chairman of the Nominating and Corporate Governance Committee of the Issuer. As disclosed in the Issuers press release dated February 12, 2024 (the DiMaio Board Appointment and Lock-Up Extension Press Release), (i) the Board of Directors also appointed John Michael DiMaio to serve as a director on the Board of Directors, effective February 7, 2024, and (ii) the Reporting Persons agreed to an additional six-month extension of their current lock-up of their outstanding shares of Common Stock of the Issuer pursuant to the Registration Rights Agreement. The foregoing descriptions of the Spangenberg Press Release and the DiMaio Board Appointment and Lock-Up Extension Press Release do not purport to be complete and are qualified in their entirety by reference to the Spangenberg Press Release and the DiMaio Board Appointment and Lock-Up Extension Press Release, each of which are incorporated herein by reference to Exhibit 99.5 and Exhibit 99.6 to this Schedule 13D, respectively. In addition, the Reporting Persons have in the past, and may in the future, engage in discussions with the Issuers management, Board of Directors, and/or other shareholders or third parties covering a broad range of subjects, including relative to performance, strategic direction, capital allocation, strategic financing opportunities, potential business combinations or other transactions involving the Issuer, shareholder value, composition of the Board of Directors, and governance and/or ownership of the Issuer. For example, the Reporting Persons, together with Dr. DiMaio, intend to propose (i) increasing the number of directors serving on the Board of Direct

(a) and Item 5(c) are hereby amended and restated as follows

Item 5(a) and Item 5(c) are hereby amended and restated as follows: (a) The Reporting Persons acknowledge and agree that they are acting as a group with another stockholder of the Issuer, John Michael DiMaio, within the meaning of Section 13(d) of the Act. Based in part on information provided by or on behalf of Dr. DiMaio, as of February 23, 2024, such a group would be deemed to beneficially own an aggregate of 7,222,039 shares of Common Stock of the Issuer, or 44.4% of the total number of shares of Common Stock of the Issuer outstanding. Dr. DiMaio separately makes a Schedule 13D filing reporting his beneficial Pursuant to Rule 13d-4 of the Act, each Reporting Person expressly declares that the filing of this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial Issuer for the purposes of Section 13(d) or 13(g) of the Act other than as described in this Schedule 13D. (c) The Reporting Persons have not effected any transaction in the Common Stock of the Issuer in the past 60 days. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

is hereby amended and supplemented as follows

Item 6 is hereby amended and supplemented as follows: The information set forth in Items 4 and 5 of this Schedule 13D is hereby incorporated herein by reference. Item7. Material to be Filed as Exhibits

is hereby amended and restated in its entirety as follows

Item 7 is hereby amended and restated in its entirety as follows: The following exhibits are filed as exhibits hereto: 99.1 Joint Filing Agreement (incorporated herein by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on September 27, 2023). 99.2 Business Combination Agreement, dated April 11, 2023, by and among the Issuer, Old Spectral, Merger Sub I and Merger Sub II (incorporated herein by reference to the Issuers Current Report on Form 8-K filed with the SEC on September 15, 2023). 99.3 Amended and Restated Registration Rights and Lock-Up Agreement, by and among Issuer, Rosecliff Acquisition Sponsor I LLC and certain other parties thereto (incorporated herein by reference to the Issuers Current Report on Form 8-K filed with the SEC on September 15, 2023). 99.4 Letter to the Board of Directors of the Issuer, dated October 20, 2023 (incorporated herein by reference to Exhibit 99.4 to the Schedule 13D filed by the Reporting Persons with the SEC on October 27, 2023). 99.5 Press Release, dated November 27, 2023 (incorporated herein by reference to Exhibit 99.1 of the Issuers Current Report on Form 8-K filed with the SEC on November 29, 2023). 99.6 Press Release, dated February 12, 2024 (incorporated herein by reference to Exhibit 99.1 of the Issuers Current Report on Form 8-K filed with the SEC on February 12, 2024). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 26, 2024 ERICH SPANGENBERG /s/ Erich Spangenberg ELS 1960 FAMILY, L.P. By: ELS 1960 Family GP, LLC Its: General Partner By: /s/ Erich Spangenberg Name: Erich Spangenberg Title: Manager

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