We are advising GT Gettaxi on the transaction

Davis Polk is advising GT Gettaxi (“Gett”) on its $1 billion business combination with Rosecliff Acquisition Corp. Upon completion of the business combination, Gett will become a publicly traded entity under the name “Gett Inc.” and trade under the ticker symbol “GETT.” The transaction will provide up to $253 million in gross proceeds from Rosecliff’s trust account, with an additional $30 million in gross proceeds from a fully committed common equity PIPE from Rosecliff’s sponsors and existing Gett shareholders. The transaction, which has been unanimously approved by the boards of directors of both Gett and Rosecliff, is expected to close in the first half of 2022, subject to approval by Rosecliff’s and Gett’s respective stockholders and the satisfaction or waiver of other customary closing conditions, including applicable regulatory approvals.

Gett is a technology platform focused on solving corporate Ground Transportation Management (GTM) challenges, where spending is estimated to exceed $100 billion globally. Rosecliff Acquisition Corp I is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

The Davis Polk corporate team includes partners Lee Hochbaum, Michael Kaplan and Yasin Keshvargar and associates Doug Howell, Kristy Choi and Dennis Chu. The executive compensation team includes partner Adam Kaminsky. The intellectual property and technology team includes partner Pritesh P. Shah. The tax team includes partner David H. Schnabel and associate Joshua J. Micelotta. Members of the Davis Polk team are based in the New York and Washington DC offices.