Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 1, 2022, Marpai, Inc. (the "Company") filed a Current Report on Form 8-K (the "Initial Report") to report the Company's consummation of Maestro Health, LLC ("Maestro Health"), a Delaware limited liability company, pursuant to the terms of the Membership Interest Purchase Agreement executed by and among the Company, X.L. America, Inc., a Delaware corporation, Seaview Re Holdings Inc., a Delaware corporation, and AXA S.A., a French société anonyme.

This Current Report on Form 8-K/A (this "Amendment") amends and supplements the Initial Report to provide financial statements of Maestro Health, and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment should be read in conjunction with the Initial Report.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited financial statements of Maestro Health as of and for the year ended December 31, 2021, together with the related notes to the financial statements, are included as Exhibit 99.1 to this Current Report and are incorporated herein by reference. The unaudited financial statements of Maestro Health as of and for the nine months ended September 30, 2022 are included as Exhibit 99.2.

(b) Pro Forma Financial Information.

The unaudited pro forma combined financial statements of the Company as of and for the year ended December 31, 2021, together with the related unaudited notes to the financial statements, are included as Exhibit 99.3 to this Current Report and are incorporated herein by reference.

(d) Exhibits.



Exhibit   Description
Number
99.1        Audited financial statements of Maestro Health, LLC as of and for the
          year ended December 31, 2021 and 2020.
99.2        Unaudited financial statements of Maestro Health, LLC as of and for
          the nine months ended September 30, 2022.
99.3        Unaudited Pro Forma Combined Financial Statements of Marpai, Inc. as
          of and for the year ended December 31, 2021, together with the related
          notes to the financial statements.
104       Cover Page Interactive Data File (formatted as inline XBRL and contained
          in Exhibit 101)

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