Rally SPAC Presentation Deck slide image

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 24 rally
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