GT Gettaxi (UK) Limited entered into an agreement to acquire Rosecliff Acquisition Corp I (NasdaqCM:RCLF) from Rosecliff Acquisition Sponsor I LLC and others for approximately $800 million in a reverse merger transaction on November 9, 2021. Under the terms of the transaction, Rosecliff will issue to the shareholders of GT Gettaxi an aggregate number of shares equal to the quotient of $821 million. In connection with the transaction, Rosecliff entered into subscription agreements (the “PIPE Investment”), for aggregate consideration of $30 million. Upon closing, Rosecliff shareholders will hold 22%, Rosecliff sponsors will hold 5.4% and Gett shareholders will hold 72.6% respectively of the combined company. Upon closing of the business combination, the newly combined company will operate under the name “Gett Inc.” and trade under the ticker symbol “GETT”. Gett announced that it expects to add Ruth Sun, CEO of Tempest and recognized leader in scaling technology software-as-a-service (SaaS) companies, to its board of directors upon completion of the business combination with Rosecliff Acquisition Corp I (RCLF). Sun brings 25 years of experience in scaling a wide breadth of SaaS technology companies to create long term value at a time when Gett continues to revolutionize the antiquated corporate GTM market.

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.