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Form 425 Rosecliff Acquisition Filed By: Rosecliff Acquisition Corp I

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The transaction values Apex at an enterprise value of approximately $4.7 billion post-money and is expected to provide up to $850 million of gross cash proceeds at closing, assuming no redemptions of Northern Star’s present public stockholders and excluding debt reimbursement and transaction bills. The transaction contains an upsized, fully-committed $450 million personal placement of widespread inventory at $10.00 per share (the “PIPE Offering”) led by Fidelity Management & Research Company LLC, Baron Capital Group, Coatue, and Winslow Capital Management, LLC among other top-tier institutional investors. All Apex shareholders and administration are rolling over 100 percent of their fairness into the combined firm.

As we demonstrated earlier, these 4 income streams are part of a collection of merchandise that share a common underlying framework. Any one of these merchandise maybe a viable business, however it is only when they’re mixed collectively right into a holistic technique that we create a virtuous cycle. It is for these similar reasons that Rally will be the distribution platform for buses sooner or later. And we have already talked to companies about using the cavernous undercarriage of our motor coach as capacity for delivery.

Apex Crypto is a full featured retail focused cryptocurrency providing including execution, clearing, and custody of cryptocurrency. Services supplied embody all typical buyer facing services including however not limited to account opening, AML/KYC, execution, confirms and statements, accounting, tax, regulatory and all other capabilities. Each of the events irrevocably agrees that any legal action or continuing arising out of or referring to this Agreement brought by any party or its Affiliates or brought by any third party beneficiary hereof, including any CVR Holder in opposition to any other celebration or its Affiliates shall be introduced and determined in the Court of Chancery of the State of Delaware, offered, that if jurisdiction is not then out there within the Court of Chancery of the State of Delaware; then any such legal motion or continuing could additionally be brought in any federal court docket located within the State of Delaware or some other Delaware state court.

We care for all of the trading and clearing for equities, choices, futures, mounted revenue, and cryptocurrency. Apex Clearing Holdings LLC is the parent firm of Apex Clearing Corporation (“Apex Clearing”), a custody and clearing engine that’s powering the way forward for digital wealth administration and Apex Pro, a trusted clearing companion to broker-dealers, ATS’s, routing companies, skilled trading firms, hedge funds, institutions and rising managers. Our proprietary enterprise-grade technology delivers velocity, effectivity, and flexibility to companies starting from innovative start-ups to blue-chip manufacturers centered on transformation to capture a model new era of buyers. We assist our clients present the seamless digital experiences today’s shoppers anticipate with the throughput and scalability needed by fast-growing, high-volume monetary companies companies.

Except as would not moderately be expected to have a Material Adverse Effect with respect to the Company, the Company and each Target Company has happy any pre-signing authorized or contractual requirement to supply discover to, or to enter into any session procedure with, any labor union, labor organization or works council, which is representing any employee of the Company or any Target Company, in connection with the execution of this Agreement or the Transactions . The Company has no Knowledge of any activities or proceedings of any labor union or different get together to prepare or symbolize any workers grader after zoom provided possibly inaccurate of the Company or any Target Company; no labor union, labor group, works council, or group of staff of the Company or any Target Company has made a pending demand for recognition or certification; and there aren’t any representation or certification proceedings or petitions looking for a illustration continuing presently pending or threatened to be introduced or filed with any labor relations tribunal or authority. In the final three years, there has not occurred or, to the Knowledge of the Company, been threatened any strike, slow-down, picketing, work-stoppage, or different similar labor activity with respect to any such workers.

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