GT Gettaxi (UK) Limited cancelled the acquisition of Rosecliff Acquisition Corp I from Rosecliff Acquisition Sponsor I LLC and others in a reverse merger transaction.
The transaction is subject to termination or expiration of all required waiting periods under the Antitrust Laws; regulatory approval; approval of shareholders of Rosecliff and GT Gettaxi; Rosecliff having at least $5,000,001 of net tangible assets; registration statement having been declared effective by the SEC; approval for listing of common shares of combined company on the Nasdaq; execution of ancillary documents; amount of cash available in the Trust Account shall be equal to or greater than $137 million; and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both GT Gettaxi and Rosecliff. The transaction is expected to close in the first half of 2022. Hans Brigham, John M. Greer, and Ryan Maierson of Latham & Watkins LLP acted as legal advisors to Rosecliff. BTIG, LLC and Piper Sandler acted as financial advisor to Rosecliff. Lee Hochbaum, Michael Kaplan, Yasin Keshvargar, Adam Kaminsky, Pritesh P. Shah and David H. Schnabel of Davis Polk & Wardwell LLP and DLA Piper acted as legal advisors to GT Gettaxi. Jefferies acted as financial advisor to GT Gettaxi.
GT Gettaxi (UK) Limited cancelled the acquisition of Rosecliff Acquisition Corp I (NasdaqCM:RCLF) from Rosecliff Acquisition Sponsor I LLC and others in a reverse merger transaction on March 11, 2022. As a result of current market conditions, Gett and Rosecliff have mutually agreed to terminate their previously announced business combination agreement. As part of this review, Gett is announcing it will withdraw from the Russian transportation and delivery market permanently, with exit details to be announced in due course.