Item 1.01. Entry into a Material Definitive Agreement
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement
As previously disclosed, on
On
In conjunction with the termination of the Business Combination Agreement, each of the Ancillary Documents (as defined in the Business Combination Agreement), as applicable, has also been terminated in accordance with their respective terms.
The Termination Agreement contains mutual releases by all parties thereto, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Business Combination Agreement, or the transactions contemplated by the Business Combination Agreement, subject to certain exceptions with respect to claims for indemnification or contribution by Rosecliff and Gett.
Rosecliff intends to pursue a business combination with another target.
The foregoing descriptions of the Business Combination Agreement and the
Termination Agreement do not purport to be complete and are qualified in their
entirety by the terms and conditions of the full text of the Business
Combination Agreement, which was previously filed as Exhibit 2.1 to the Current
Report on Form 8-K with the
Item 7.01. Regulation FD Disclosure.
Press Release
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Termination Agreement, dated as ofMarch 11, 2022 , by and betweenRosecliff Acquisition Corp I andGT Gettaxi Limited . 99.1 Press Release, datedMarch 11, 2022 . 104 Cover Page Interactive Data File (embedded within the XBRL document). 1
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