Rally SPAC Presentation Deck
Transaction Overview
TRANSACTION SUMMARY
Rally and America's Technology Acquisition Corp (ATA) have
entered into a Merger Agreement, expected to close in Q4 2022
The transaction is expected to provide Rally with a minimum of
I ~$30M proceeds (subject to shareholder redemptions) to fund
Rally's growth strategy
Non-redeeming ATA shareholders and certain support investors will
receive Contingent Value Rights ("CVR") offering holders a preferred
return and protection up to a share per CVR. The mechanics of the
CVR are explained on the next page
VALUATION
Transaction implies a pro-forma enterprise value of ~$207M
exclusive of earnout shares
3.5x 2023E revenue of $60M
EARNOUT INCENTIVE STRUCTURE
H Seller earnout of 4.5M shares
CAPITALIZATION ($mm)¹
Implied Market Capitalization*
(-) Cash to Balance Sheet
(+) Pro-Forma Debt
PRO-FORMA ENTERPRISE VALUE
IMPLIED SOURCES & USES ($mm)²
Sources
ATA Cash in Trust (Assuming ~65% redemptions)
Seller Rollover Equity
TOTAL SOURCES
Uses
Cash to Surviving Company Balance Sheet
Seller Rollover Equity
Transaction Expenses
TOTAL USES
Rollover shares
59.0%
59.0%
17.9%
13.2%
234.4
30.0
3.5
207.9
42.0
161.5
203.
30.0
161.5
12.0
203.5
Public Shares
17.9%
CVR Escrow
13.2%
Sponsor shares
9.3%
Underwriter shares
0.5%
M 3.0M seller earnout shares issued based on share price
performance targets
1.5M seller earnout shares issued based on revenue targets
1. Includes ~16M Rally shareholder rollover shares, ~4.1M ATA public shares, ~2.9M ATA founder shares, and 0.1M underwriter shares; assuming no exercise of outstanding ATA warrants and excluding earnout shares
and does not take into account the escrow shares for CVR by selling shareholders or Sponsor or distribution to CVR holders
2. Based on per share redemption price of $10.30 and assumes 65% redemptions from the ATA trust account
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