--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-074550" form_type: "8-K" ticker: "MDAI" cik: "0001833498" company_name: "Spectral AI, Inc." filed_at: "2023-09-07T23:59:59+00:00" generated_at: "2026-06-10T23:00:52.260101+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Rosecliff shareholders approve Spectral MD combination; 46% of public shares redeemed ## Summary - Stockholders approved business combination: 6,341,342 for, 15,120 against, 6,000 abstain. - Public shareholders redeemed 211,136 Class A shares (46.02% of outstanding), leaving ~$2.57M in trust. - Lock-up agreement amended: period ends at $12.50 for 10 of 30 trading days or 180 days post-closing. - Business combination expected to close on or before September 11, 2023. ## SEC filing metadata - accession: 0001213900-23-074550 - form_type: 8-K - ticker: MDAI - cik: 0001833498 - company_name: Spectral AI, Inc. - filed_at: 2023-09-07T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1833498/000121390023074550/0001213900-23-074550-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1833498/000121390023074550/ea184762-8k_rosecliff1.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-074550 - JSON: https://secwatch.observer/filing/0001213900-23-074550.json - Plain text: https://secwatch.observer/filing/0001213900-23-074550.txt ## Key facts - Material Agreements Spectral AI, Inc. amended Amended and Restated Registration Rights and Lock-Up Agreement with Rosecliff Acquisition Corp I, Ghost Merger Sub I, Inc., Ghost Merger Sub II LLC, and Spectral MD Holdings, Ltd. (effective 2023-09-06). - Action: amendment - Agreement: asset purchase - Counterparty: Rosecliff Acquisition Corp I, Ghost Merger Sub I, Inc., Ghost Merger Sub II LLC, and Spectral MD Holdings, Ltd. - Effective: 2023-09-06 source text: On September 6, 2023, the parties to the Business Combination Agreement agreed to amend the Form of Amended and Restated Registration Rights and Lock-Up Agreement to revise the definition of "Lock-up Period" to mean for all lock-up shares held by the parties thereto, the period beginning on the closing date of the Business Combination (the "Closing Date") and ending on the date on which the last reported sale price of Rosecliff common stock equals or exceeds $12.50 per share for any ten (10) trading days within any thirty (30)-trading day period commencing after the Closing Date or, if earlier, the date that is 180 days after the Closing Date (the "Amendment"). evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023074550/0001213900-23-074550-index.htm - Shareholder Votes Spectral AI, Inc. shareholders approved Approve the Business Combination, including adopting the Business Combination Agreement and approving the other transactions contemplated thereby at the 2023-09-06 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-09-06 source text: Proposal 1 The Stockholders approved the proposal to approve the Business Combination, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the accompanying proxy statement/prospectus (the “Business Combination Proposal”). For Against Abstain 6,341,342 15,120 6,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023074550/0001213900-23-074550-index.htm - Shareholder Votes Spectral AI, Inc. shareholders approved Approve adjournment of the Special Meeting if necessary to solicit additional proxies (Adjournment Proposal) at the 2023-09-06 meeting. - Outcome: passed - Meeting: 2023-09-06 source text: Proposal 6 The Stockholders approved the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Governance Proposal or the Director Election Proposal (the “Adjournment Proposal”). For Against Abstain 6,340,339 16,123 6,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023074550/0001213900-23-074550-index.htm - Shareholder Votes Spectral AI, Inc. shareholders approved Approve the issuance of shares of common stock to Spectral stockholders and other equityholders in connection with the Business Combination (Nasdaq Proposal) at the 2023-09-06 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-09-06 source text: Proposal 2 The Stockholders, for purposes of complying with the applicable listing rules of Nasdaq, approved the proposal to approve the issuance of shares of Rosecliff’s common stock to Spectral stockholders and securities exercisable or convertible into shares of Rosecliff’s common stock to other Spectral equityholders pursuant to the Business Combination (the “Nasdaq Proposal”). For Against Abstain 6,339,486 16,776 6,200 evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023074550/0001213900-23-074550-index.htm - Shareholder Votes Spectral AI, Inc. shareholders approved Approve and adopt the second amended and restated certificate of incorporation (Charter Proposal) at the 2023-09-06 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-06 source text: Proposal 3 The Stockholders approved the proposal to approve and adopt, assuming the Business Combination Proposal is approved, the second amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) of Rosecliff (the “Charter Proposal”). For Against Abstain 6,340,338 16,124 6,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023074550/0001213900-23-074550-index.htm - Shareholder Votes Spectral AI, Inc. shareholders approved Election of six directors to serve on the board following the consummation of the Business Combination (Director Election Proposal) at the 2023-09-06 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-09-06 source text: Proposal 5 The Stockholders approved the proposal to elect six (6) directors who will serve as directors on the board of Rosecliff following the consummation of the Business Combination (the “Combined Company”) until their successors are duly elected and qualified, subject to their earlier death, resignation, or removal (the “Director Election Proposal”). For Against Abstain 6,341,173 15,121 6,168 evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023074550/0001213900-23-074550-index.htm - Shareholder Votes Spectral AI, Inc. shareholders approved Approve certain governance provisions in the Amended and Restated Certificate of Incorporation (Governance Proposal) at the 2023-09-06 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-06 source text: Proposal 4 The Stockholders approved three separate proposals with respect to certain governance provisions in the Amended and Restated Certificate of Incorporation in accordance with the requirements of the Securities and Exchange Commission (the “Governance Proposal”). For Against Abstain 6,340,854 15,608 6,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390023074550/0001213900-23-074550-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.