--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-22-046689" form_type: "8-K" ticker: "MDAI" cik: "0001833498" company_name: "Spectral AI, Inc." filed_at: "2022-12-22T23:59:59+00:00" generated_at: "2026-06-21T00:13:27.074767+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Rosecliff Acquisition Corp I: shareholders approve 1-year extension; ~98.2% of public shares redeemed ## Summary - Shareholders approved extension of initial business combination deadline from Feb 17, 2023 to Feb 17, 2024; 20.7M for, 3.0M against. - Approved removal of net tangible asset redemption limitation; 23.6M for, 68K against. - Stockholders elected to redeem 24,841,284 Class A shares, representing ~98.2% of outstanding Class A common stock. - Massive redemption leaves trust with minimal cash; future business combination likely requires alternative financing. - Charter amendment filed December 22, 2022 to effect the changes. ## SEC filing metadata - accession: 0001140361-22-046689 - form_type: 8-K - ticker: MDAI - cik: 0001833498 - company_name: Spectral AI, Inc. - filed_at: 2022-12-22T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1833498/000114036122046689/0001140361-22-046689-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1833498/000114036122046689/brhc10045809_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-22-046689 - JSON: https://secwatch.observer/filing/0001140361-22-046689.json - Plain text: https://secwatch.observer/filing/0001140361-22-046689.txt ## Key facts - Governance Changes Spectral AI, Inc.: Amended certificate of incorporation to extend business combination deadline and eliminate redemption limitation on net tangible assets (effective 2022-12-22). - Change: charter amendment - Effective: 2022-12-22 source text: On December 22, 2022, to incorporate the Extension Amendment and the Redemption Limitation Amendment, the board of directors of the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to the Certificate of Incorporation (the “Charter Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000114036122046689/0001140361-22-046689-index.htm - Shareholder Votes Spectral AI, Inc. shareholders approved To amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination or cease operations from February 17, 2023 to February 17, 2024. at the 2022-12-21 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-12-21 source text: The Stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to extend the date by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company with one or more businesses, which we refer to as our “initial Business Combination”, or (ii) cease its operations, except for the purpose of winding up if it fails to complete such initial Business Combination, and redeem all of the shares of Class A Common Stock, and all of the shares of Class B Common Stock, included as part of the units sold in the Company’s initial public offering that was consummated on February 17, 2021, from February 17, 2023 to February 17, 2024 (the “Extension Amendment”). The voting results for such proposal were as follows: For Against Abstain Broker Non-Votes 20,677,204 3,010,212 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000114036122046689/0001140361-22-046689-index.htm - Shareholder Votes Spectral AI, Inc. shareholders approved To amend the Certificate of Incorporation to eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001. at the 2022-12-21 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-12-21 source text: The Stockholders approved the proposal to amend the Certificate of Incorporation to eliminate from the Certificate of Incorporation the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem shares of Class A Common Stock irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment”). The voting results for such proposal were as follows: For Against Abstain Broker Non-Votes 23,619,140 68,276 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000114036122046689/0001140361-22-046689-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.