Full Press Release Details
Ground Transportation Management Platform
List on NASDAQ Through Merger with Rosecliff Acquisition Corp.
York, NY, and London, UK - November 10, 2021 - Rosecliff Acquisition Corp I (NASDAQ: RCLF) ("Rosecliff"),
a special purpose acquisition company, and GT Gettaxi Limited ("Gett"), the category-leading corporate Ground Transportation
Management (GTM) platform, today announced that they have entered into a definitive business combination agreement. Upon closing of the
business combination, the newly combined company (the "Company") will operate as Gett and trade on the Nasdaq under the symbol
ground transportation spend exceeds $100 billion globally and remains extremely fragmented across tens of thousands of vendors. With
no single platform to organize all providers and manage the entire spend, we estimate more than $25 billion of corporate ground transportation
spend is misallocated due to inefficiencies.
is a technology platform focused on solving these challenges and focused on two things: 1) aggregating different vendors on a single
platform; and 2) managing corporate spend on ground transportation. Gett's platform is designed to deliver the best pricing and
fastest pickups for corporate clients and Gett believes that, as a result of the aggregation of fragmented vendors, its B2B marketplace
is greater than the sum of its parts. As the current GTM category leader, Gett serves more than a quarter of current Fortune 500 companies.
in 2010, Gett leverages its deep expertise across both consumer and corporate domains. Since 2017, the Company has focused principally
on B2B, creating an entirely new B2B ground transportation marketplace organizing all vendors in a single platform and providing a cloud-based
spend management software. Gett's marketplace aggregates and organizes thousands of independent ground transportation providers,
including corporate fleets, ride hailing services, taxis, and limousines. Gett estimates that its spend management software helps businesses
save 25% on average and up to 49% of their ground transportation spend.
corporate users, Gett helps optimize the entire employee experience from booking and riding to invoicing and analytics, as well as improving
controls and compliance. Gett is designed to integrate with a business's back office, making it easier to reconcile with expense management
and accounting software. For ground transportation service providers, Gett drives attractive B2B customer demand, generating extra revenues
primarily driven by an average order value that is twice as high compared to B2C.
offers us a rich array of user-friendly, time-saving tools that have enabled Tate to streamline processes, reveal hidden costs, and reduce
indirect expenses. With all our ground transportation on one platform, colleagues can choose options based on speed, cost, or comfort,
while the procurement team can view detailed reporting, monitor our carbon footprint, and reduce red tape with a single monthly invoice,"
says Declan McAlister, Head of Procurement at Tate Galleries in London. "We chose Gett in large part because of our confidence
in their ability to rapidly develop and deploy new solutions. Today we have visibility where we need it, control where we want it and
as the product is continuously improving, which allows us to improve with it."
partnership brings together accomplished investors, proven entrepreneurs in the corporate sector, and financial industry experts who
have chosen Gett for its sizable addressable market, category-leading position, high profitability metrics, high growth and seasoned
management team, with aspirations to become the standard in corporate ground transportation.
Company's management team will leverage Rosecliff management's substantial domain expertise in the United States, decades
of successful transaction execution, and valuable strategic counsel. Upon completing the proposed business combination, Gett will be
equipped with the necessary resources to further expand in building the global grid of ground transportation.
Murphy, Founder and CEO of Rosecliff, stated, "Upon the creation and initial listing of Rosecliff, we sought to partner with a
high growth, scalable software company operating in a large, unpenetrated market, in an early cycle of disruption. Following a period
of admirable hard work from our entire team, we have achieved this milestone with Gett. Dave and his management team have done a remarkable
job transitioning from a traditional ride-hailer to become a leading global corporate GTM platform. With our added expertise with high-growth
companies and vast corporate network in the United States to create rapid inroads to new customer opportunities, we believe that we can
accelerate Gett's growth to significantly increase value for all shareholders.
left material upside in multiples against a mostly peripheral peer group of B2B marketplaces and transactional software companies.
Waiser, Founder & CEO of Gett, stated, "At Gett, we are inspired to become the industry standard in corporate ground transportation
spend management. Our team is building a global grid of ground transportation, embracing the entire world, connecting the dots, similar
to telephonic and internet grids.
an increasing shortage of drivers due to a Covid-induced market shock, it has become more difficult in some markets4to predictably
and repeatedly find a car with any single provider, especially on-demand. Corporations and their employees are looking for a more modern
and highly reliable service to manage the broadest array of vendors to optimize their ground transportation for faster pickups and better
platform operates as a marketplace that benefits key stakeholders: corporate clients, who receive a modernized and streamlined expense
management workflow, faster pickup times, broader geographical coverage and increased cost efficiencies, and partner vendors, who are
generating extra revenues using our automated solution across all geographies.
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 reflects an implied pro forma enterprise value at closing of $1 billion. 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.
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
respective stockholders and the satisfaction or waiver of other customary closing conditions, including applicable regulatory approvals.
is acting as financial and capital markets advisor to Gett.
Polk & Wardwell LLP and DLA Piper are acting as legal counsel to Gett.
LLC and Piper Sandler are acting as financial advisors and capital markets advisors to Rosecliff.
& Watkins LLP is acting as legal counsel to Rosecliff.
addition, Pareto Securities AB, SberCIB, and ITI Group Ltd. are acting as capital market advisors on the transaction.
The webcast will be available here,
as well as on Rosecliff's website at www.rosecliffspac.com and Gett's website at www.gett.com/investor/ where you can also
find the detailed investor presentation and press release.
addition, Rosecliff will file the investor presentation with the SEC as an exhibit to a Current Report on Form 8-K prior to the call,
which will be available on the SEC's website at www.sec.gov.
Rosecliff Acquisition Corp. I
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. For more information, please
visit www.rosecliffspac.com.
Venture Management, LLC is an investment management firm with over $1 billion of AUM and over 100+ technology companies. They have
deep experience working with and supporting the growth of the companies within their portfolio.
management team is a mix of entrepreneurs, managers, investors, and financial industry professionals with a raft of experience, relationships,
and access to C-level decisionmakers across a range of Fortune 500 companies. In partnership with Gett, they will provide access to a
network of relationships across corporate America. The partnership with Gett will also see the Company benefit from Rosecliff's
core strengths, which involve taking creative B2B ideas and scaling them across US corporates to boost B2B sales.
is a technology platform focused on solving corporate Ground Transportation Management (GTM) challenges, where spending is estimated
to exceed $100 billion globally. For more information, please visit www.gett.com/why/.
is the GTM category leader, serving over a quarter of the Fortune 500 companies.
cloud-based software offers the choice of more than 1,700 transportation providers, including corporate fleets, ride-hailing services,
taxis, and limousines, on one single platform, forming a truly global transportation grid. The technology helps save businesses time
and money by centrally managing all of their ground transportation spending and optimizes the entire employee experience from booking
and riding to invoicing and analytics.
a ground transportation grid available to customers worldwide, similar to telephonic and internet grids, Gett aspires to become the industry
standard in corporate ground transportation.
in 2010 and headquartered in London, Gett employs over 800 employees globally.
document contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding
the proposed business combination involving Gett and Rosecliff. All statements, other than historical facts, including statements regarding
the anticipated timing of commencement of trading of the new parent company of the combined group, Gettaxi ListCo ("Pubco"),
on the Nasdaq Capital Market ("Nasdaq"); the anticipated benefits of the proposed business combination, including future
financial and operating results; the tax consequences of the proposed business combination, and Pubco's plans, objectives, expectations
and intentions; the anticipated timing and structure of the proposed business combination; the ability of the parties to complete the
proposed business combination considering the various closing conditions; the services offered by Gett and the markets in which it operates;
legal, economic and regulatory conditions; and any assumptions underlying any of the foregoing, are forward-looking statements. These
forward-looking statements generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "predict," "potential,"
"future," "opportunity," "plan," "may," "should," "will," "would,"
"will be," "will continue," "will likely result," or the negatives of these terms or similar expressions.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations