0001193125-24-028343.txt : 20240208 0001193125-24-028343.hdr.sgml : 20240208 20240208160726 ACCESSION NUMBER: 0001193125-24-028343 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240208 DATE AS OF CHANGE: 20240208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Spectral AI, Inc. CENTRAL INDEX KEY: 0001833498 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92336 FILM NUMBER: 24609046 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVE #1000 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (212) 492-3000 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE #1000 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: Rosecliff Acquisition Corp I DATE OF NAME CHANGE: 20201123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Octopus Investments Ltd. CENTRAL INDEX KEY: 0001849530 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 33 HOLBORN CITY: LONDON STATE: X0 ZIP: EC1N 2HT BUSINESS PHONE: 44 020 3140 0956 MAIL ADDRESS: STREET 1: 33 HOLBORN CITY: LONDON STATE: X0 ZIP: EC1N 2HT SC 13G 1 d750346dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

 

 

Spectral AI, Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

84757T105

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 84757T105

 

 1.   

 Names of Reporting Persons.

 I.R.S. Identification Nos. of above persons (entities only).

 

 Octopus Investments Limited

 2.  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 

 (a) ☐  (b) ☐

 3.  

 SEC Use Only

 

 4.  

 Citizenship or Place of Organization

 

 United Kingdom

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

    5.    

 Sole Voting Power

 

 960,211

   6.   

 Shared Voting Power

 

 0

   7.   

 Sole Dispositive Power

 

 960,211

   8.   

 Shared Dispositive Power

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 960,211

10.  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 5.91%(1)

12.  

 Type of Reporting Person (See Instructions)

 

 HC, CO

 

(1)

The ownership percentage of the Reporting Person is calculated based on a total of 16,254,935 shares of common stock, $0.0001 par value (“Common Stock”), as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2021.

Item 1.

 

(a)

Name of Issuer:

 

 

Spectral AI, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:

 

 

2515 McKinney Avenue

 

Suite 1000

 

Dallas, TX 75201

Item 2.

 

(a)

Name of Person Filing:

 

 

Octopus Investments Limited

 

(b)

Address of Principal Business Office or, if none, Residence:

 

 

6th Floor, 33 Holborn, London, EC1N 2HT

 

(c)

Citizenship:

 

 

United Kingdom

 

(d)

Title of Class of Securities:

 

 

Common Stock, $0.0001 par value per share.

 

(e)

CUSIP Number:

 

 

84757T105

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

 

Not applicable

 

Item 4.

Ownership

 

(a)

Amount beneficially owned:

 

 

The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.

 

(b)

Percent of class:

 

 

The information required by Item 4(b) is set forth in Row 11 of the cover page for the Reporting Person and is incorporated herein by reference.

 

(c)

Number of shares as to which the person has:

 

 

The information required by Item 4(c) is set forth in Rows 5-8 of the cover page for the Reporting Person and is incorporated herein by reference.

Octopus Investments Limited has voting and investment power with respect to the 960,211 shares of Common Stock.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

 

Not applicable

 

Item 9.

Notice of Dissolution of Group

 

 

Not applicable

 

Item 10.

Certifications

 

 

Not applicable

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 8, 2024

 

Octopus Investments Limited

By:   /s/ John Averill
  Name: John Averill
  Title: CRO