Rally SPAC Presentation Deck
Legal disclaimers
FORWARD-LOOKING STATEMENTS
This Presentation includes forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect
to the Transaction, including statements regarding the anticipated benefits of the Transaction, the anticipated timing of the Transaction, future financial condition and performance of Pubco and the Company and expected financial impacts of the
Transaction (including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Transaction, potential level of redemptions of ATA's public shareholders, the financial condition, liquidity, results of
operations, the products, the expected future performance and market opportunities of the Company.
Forward-looking statements are those that are not historical facts. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Forward-looking statements include
statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates, and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond our
control). Forward-looking statements often include the words "believes," "expects," "future," "anticipates," "estimates," "forecasts," "intends," "plans," "targets," strategy," "scales," "representative of," "valuation," "opportunity," "potentially," "probably," "projects,"
"outlook," or similar expressions, or future conditional verbs such as "may," "will," "should," "would," and "could." Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements
include, but are not limited to: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of the securities of Pubco, (ii) the risk that the Transaction may not be completed by ATA's business
combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by ATA, (iii) the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the merger agreement
by the shareholders of ATA, and the receipt of certain governmental and regulatory approvals, (iv) changes in Pubco's capital structure, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger
agreement, (vi) the effect of the announcement or pendency of the Transaction on Rally's business relationships, operating results, and business generally, (vii) risks that the Transaction disrupts current plans and operations of Rally, (viii) risks associated
with COVID-19 and its impact on Rally's business, operations and customers, (ix) the outcome of any legal proceedings that may be instituted against Rally or against ATA related to the merger agreement or the Transaction, (x) the ability to maintain the
listing of ATA's securities or establish and maintain the listing of Pubco securities on a national securities exchange, (xi) changes in the competitive industries in which Rally operates, variations in operating performance across competitors, changes in
laws and regulations affecting Rally's business, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the Transaction, and identify and realize additional opportunities, (xiii) the potential inability of Rally to
increase its capacity or to achieve efficiencies regarding its process or other costs, (xiv) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Rally operates, including changes in state and federal law and
regulations governing the transportation industry or financial services companies that provide services for that industry; (xv) costs related to the Transaction and the failure to realize anticipated benefits of the Transaction or to realize estimated pro forma
results and underlying assumptions, including with respect to estimated shareholder redemptions; (xvi) changes in general business, industry or economic conditions, or competition; (xvii) changes in any applicable law, rule, regulation, policy, guideline, or
practice governing or affecting companies with respect to tax or accounting principles or otherwise; (xviii) adverse changes or conditions in capital and financial markets; changes in interest rates; (xix) adequacy of loan loss reserves; and the ability to
generate sufficient cash to service all debt; (xx) loss of certain key officers and loss of continued relationships with major customers; (xxi) rapidly changing technology; (xxii) unanticipated regulatory or judicial proceedings and liabilities and other costs;
(xxiii) other economic, competitive, governmental, social or technological factors affecting our operations, markets, products, services, and prices; (xxiv) impact of the COVID-19 pandemic, and the micro, macro, and industry-specific economic effects
thereof; and (xxv) the Company's success at managing the foregoing items. Such developments could have an adverse impact on our financial position and our results of operations. The foregoing list of factors is not exhaustive. The forward-looking
statements are based upon management's beliefs and assumptions. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the registration statement on Form S-4 discussed
above and other documents filed by ATA and Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the
forward-looking statements. Any forward-looking statement made herein speaks only as of the date of this Presentation. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict
all of them. Readers are cautioned not to put undue reliance on forward-looking statements, and Rally and ATA assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future
developments, or otherwise, except as may be required by law. Neither Rally nor ATA gives any assurance that any of Rally, ATA or Pubco, will achieve its expectations. Potential investors should not rely on forward-looking statements as predictions of
future performance.
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