Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K under the headings "Proposal 1" and "Proposal 2" is incorporated by reference into this Item 5.03 to the extent required herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Special Meeting

On December 21, 2022, Rosecliff Acquisition Corp I, a Delaware corporation (the "Company", "we" or "our"), held a special meeting (the "Special Meeting") at which holders of 23,687,416 shares, comprised of Class A common stock, par value $0.0001 per share, of the Company ("Class A Common Stock") and Class B common stock, par value $0.0001 per share, of the Company ("Class B Common Stock", and, together with the Class A Common Stock, the "Common Stock"), were present in person or by proxy, representing approximately 74.90% of the 31,625,000 outstanding shares of Common Stock entitled to vote at the Special Meeting, as of 5:00 p.m., Eastern Time, on November 25, 2022, which was the record date for the Special Meeting (the "Record Date"). The Company's stockholders of record as of the Record Date are referred to herein as "Stockholders."

Proposal 1

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



Proposal 2

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

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"). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by the terms of the Charter Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

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Proposal 3

The proposal to adjourn 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 Extension Amendment, was not presented at the Special Meeting, as the Extension Amendment received a sufficient number of votes required for approval.




Item 8.01 Other Events.

Stockholders elected to redeem an aggregate of 24,841,284 shares of Class A Common Stock, representing approximately 98.2% of the issued and outstanding shares of Class A Common Stock.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.

Exhibit No.   Description
  3.1         Certificate of Amendment to the Amended and Restated Certificate of
              Incorporation of the Company
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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