Americas Technology Acquisition Corp. *
The below-announced combination was terminated on 12/9/22. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Rally Mobility Corp [LINK]
ENTERPRISE VALUE: $208 million
ANTICIPATED SYMBOL: RLLY
Americas Technology Acquisition Corp. proposes to combine with Rally Mobility Corp.
Rally is a technology company engaged in the business of marketplace operation for mass mobility in the United States and globally, providing a single platform to commercialize idle and highly fragmented regional private bus capacity. Rally empowers consumers and creates demand for fleet owners by aggregating riders seeking to travel between cities and to special event locations like sports arenas and rock concerts. Rally’s marketplace includes 3,000 small businesses that each own approximately 10 buses.
SUBSEQUENT EVENT – 11/8/22 – LINK
- On November 8, 2022, ATAC, Rally, Pubco, the Seller Representative and the Purchaser Representative entered into the second amendment to the Merger Agreement in which:
- The condition to the Closing that, at the Closing, ATAC and Pubco have cash and cash equivalents, including funds remaining in ATAC’s Trust Account established at the time of its initial public offering (after giving effect to the completion and payment of redemptions by ATAC shareholders and payment of each party’s transaction expenses) and the aggregate amount of any Purchaser Transaction Financing (including the Support Subscription Agreements) at least equal to $20 million.
- The Second Amendment was to remove from the Merger Agreement the condition to the Closing relating to net tangible assets at Closing.
EXTENSION – 6/17/22 – LINK
- On June 14, 2022, Americas Technology Acquisition Corp. issued a promissory note in the principal amount of up to $830,000 to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $830,000, in connection with the extension of the Company’s time to consummate a business combination from June 17, 2022, to December 17, 2022.
- On June 17, 2022, the Company deposited $413,765.80 (or $0.10 per Public Share that was not redeemed in connection with the Meeting) of such funds into the Company’s trust account.
- In order to further extend the period the Company has to complete an initial business combination from September 17, 2022, an additional $137,921.93 (or $0.033 per Public Share that was not redeemed in connection with the Meeting) will be deposited into the Company’s trust account for each month.
- Shareholders holding 7,362,342 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account.
- As a result, $75,897,771.73 ($10.30 per share) will be removed from the Company’s trust account to pay such holders.
EXTENSION – 3/11/22 – LINK
- On March 11, 2022, an aggregate of $1,150,000 was deposited by ATAC Limited Partnership, a Delaware limited partnership (the “Sponsor”), into the trust account of Americas Technology Acquisition Corp. for the Company’s public shareholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months from March 17, 2022 to June 17, 2022
EXTENSION – 12/13/21 – LINK
- The Sponsor has requested that ATAC extend the date by which ATAC has to consummate a business combination from December 17, 2021 to March 17, 2022.
- The Sponsor has notified ATAC that it intends to cause an aggregate of $1,150,000 to be deposited into ATAC’s trust account
TRANSACTION
- The transaction reflects an implied pro-forma enterprise value at closing of approximately $208 million excluding earnout consideration and without taking into account escrow/release of shares to holders of contingent value rights (“CVRs”).
- The parties expect the transaction to be consummated during the fourth quarter of 2022.
PIPE
- There is no PIPE for this Transaction.
EARNOUT
- Rally stockholders may also receive up to an additional 4.5 million shares of Pubco common stock upon the achievement of certain revenue and share price targets during the post-closing earnout period.
- (A)(i) 1,500,000 additional shares of Pubco common stock upon the achievement of a share price target of $17.00 during the period of 6 months after the Closing until the 3rd anniversary of the Closing and
- (ii) 1,500,000 additional shares of Pubco common stock upon the achievement of a share price target of $20.00 during the period of 6 months after the Closing until the 3rd anniversary of the Closing (together, the “VWAP Earnout Consideration”).
- (B) (i) 500,000 additional shares of Pubco common stock upon the achievement of a revenue target for the calendar year 2022,
- (ii) 500,000 additional shares of Pubco common stock upon the achievement of a revenue target for the calendar year 2023, and
- (iii) 500,000 additional shares of Pubco common stock upon the achievement of a revenue target for the calendar year 2024 (together, the “Revenue Earnout Consideration”).
CVR AGREEMENT
- Each Support Subscription Investor and each public shareholder of ATAC that did not redeem their ATAC ordinary shares (the “Initial CVR Holders” and, together with any other holder of CVRs as of the Settlement Date, the “CVR Holders”) will receive CVRs under a CVR Agreement with Pubco, Purchaser Representative, Seller Representative, Sponsor, and Continental Stock Transfer & Trust Company, as rights agent.
- At the Closing, Pubco shall issue CVRs, each representing the contingent right to receive a pro rata portion of the Escrow Shares if certain events, to be determined as of the Settlement Date, occur on the Settlement Date with each CVR Holder receiving a number of Escrow Shares calculated as a function of the dollar volume-weighted average price for the Pubco common stock during the 30 trading days immediately preceding such date, the number of shares held by ATAC Stockholders that elect not to redeem their Purchaser common stock in connection with the Redemption and the number of shares issued to Support Subscription Investors taking into account a 10% per CVR return and a floor price of $5.00 per share.
- The parties intend for a portion of the CVRs to be registered securities listed for trading on a national exchange such that such CVRs may be traded and exchanged prior to the Settlement Date.
- The remaining CVRs, issuable to the Support Subscription Investors, if any, will not be registered or tradeable and will not be transferable prior to the Settlement Date subject
LOCK-UP
Company Lock-Up:
-
- Each Rally stockholder party agreed not to sell shares held by them during the period commencing from the Closing and ending 365 days after the Closing.
Sponsor Lock-Up:
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- The sponsor has agreed to a lock-up period of 180 days after the Closing.
NON-REDEEMING SHAREHOLDERS
- ATA shareholders and investors that subscribe for shares in a private placement to be consummated concurrent with the business combination will receive CVRs entitling holders to certain down-side price protection and a premium return, subject to trading prices of Pubco common stock during the 18-month period after the closing.
- Obligations to CVR holders, to the extent applicable, will be satisfied by distribution of shares contributed into escrow at the closing by Rally stockholders and ATA’s Sponsor.
NOTABLE CONDITIONS TO CLOSING
- Subsequent Event – On November 8, 2022, ATAC, Rally, Pubco, the Seller Representative and the Purchaser Representative entered into the second amendment to the Merger Agreement in which:
- The condition to the Closing that, at the Closing, ATAC and Pubco have cash and cash equivalents, including funds remaining in ATAC’s Trust Account established at the time of its initial public offering (after giving effect to the completion and payment of redemptions by ATAC shareholders and payment of each party’s transaction expenses) and the aggregate amount of any Purchaser Transaction Financing (including the Support Subscription Agreements) at least equal to $20 million.
- The Second Amendment was to remove from the Merger Agreement the condition to the Closing relating to net tangible assets at Closing.
- The obligations of the parties to consummate the Transactions are subject to ATAC having cash and cash equivalents, including funds in its trust account and the proceeds of any Purchaser Transaction Financing, of at least $30,000,000.
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated at any time prior to the Closing by either ATAC or Rally if the Closing does not occur by November 30, 2022.
- Or by ATAC or Rally if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable.
ADVISORS
- Chardan is acting as sole financial advisor and lead capital markets advisor to Rally.
- Nelson Mullins Riley & Scarborough LLP is acting as legal counsel to Rally.
- Ellenoff Grossman & Schole LLP is acting as U.S. legal counsel to ATA.
MANAGEMENT & BOARD
Executive Officers
Jorge Marcos, 35
Chief Executive Officer
Mr. Marcos has spent more than ten years in various operational, investing and capital markets roles including investment banking, risk management, corporate development and capital allocation at public and private companies. He has been serving as a Partner at Fifth Partners, LLC since January 2016, and Principal at Arch Energy Partners, LLC since August 2019. While at Fifth Partners LLC, he led a rollup of US onshore oilfield services companies after the 2016 oil downturn, acquiring and integrating several companies with operations across four states from 2016 through 2019. He also assists Fifth’s network companies in various capacities in order to fulfill business development, merger and acquisition and operational needs. Mr. Marcos was an investor at Arias Resource Capital Management, a natural resource investment firm that deployed institutional and sovereign capital in natural resource projects throughout the Americas, and led the development functions within several portfolio companies and operations, mainly in project finance and strategic planning. Mr. Marcos began his finance career as an investment banking analyst at J.P. Morgan’s Latin America Merger and Acquisition group in New York in September 2008, working in transactions across several industries, including telecom, financials, energy, natural resources, and real estate in Brazil, Mexico, Chile, Venezuela and Argentina. From October 2010 to October 2011, he worked at J.P. Morgan’s derivatives desk, where he structured and sold derivatives to corporate clients to help them manage financing, operational, and investment exposure to interest rate, commodity and financial exchange risks. Mr. Marcos earned a B.S. degree and an M.S. degree in Mechanical Engineering from Stanford University, and an MBA from the Stanford Graduate School of Business.
Juan Pablo Visoso, 43
Chief Financial Officer
Mr. Visoso has over 20 years of experience in private equity, finance and corporate law, primarily in mergers and acquisitions, portfolio management, banking and securities. He has been serving as a Partner to SMPS Legal, a Mexico City based law firm, since August 2020 and as a special external advisor to Bocel Private Equity, an emerging Mexican private equity manager, since August 2019. From March 2008 to July 2019, he served as general counsel, partner, and then managing director at Nexxus Capital, a Mexican-based private equity manager. During his time at Nexxus, he played a leading role raising a $550 million private equity fund in Mexico and the US, led the sourcing, negotiation and/or closing of over 15 mid-market transactions, led investment team assessing value through an in-depth due diligence process, refinanced debt to reduce cost of financing through bank negotiation, developed value creation plan and helped select management team to run the operation, conducted business reviews with senior management to track business performance and make strategic and operational adjustments as needed, and was member of Nexxus Board of Directors participating in the direction of its strategic decisions. While at Nexxus, Mr. Visoso had an active participation on multiple initial public offerings. Mr. Visoso’s work has also significantly impacted the wider private equity community, having participated in a lobbying group to the Mexican Treasury that led to the establishment of a framework allowing for private equity to accept pension investment. Prior to joining Nexxus, Mr. Visoso worked at the Mexican office of White & Case from 1999 to 2004 and from 2006 to 2008 specializing in merger and acquisitions and securities law. Mr. Visoso has a degree in law from the Escuela Libre de Derecho and an MBA from Austin McCombs School of Business at the University of Texas at Austin.
Board of Directors
Lisa Harris, 59
Chairman of the Board
Ms. Harris has over 35 years of experience in banking, investments, real estate, energy and private equity. She founded Align Capital, LLC in May 2016 and serves as its Managing Partner. Align Capital has investments in technology, energy, banking and financial services, franchise, operating companies, and distressed debt. She currently serves on the boards of several privately held companies, including HyperGiant Industries and ClearBlade, Inc. From December 2013 to May 2016, Ms. Harris was Managing Partner in Cielo Private Equity where she led the firm through a successful investment in and subsequent sale of Gravitant, Inc. to IBM. Ms. Harris also managed and participated as an investor in technology, energy and real estate debt funds for Cielo Private Equity. In addition, since 2019, she has managed the family office investment portfolio of ARH Family Partnership, which holds commercial real estate, early stage capital in young companies, and numerous other investments in the U.S., Canada, and the U.K. She began her career with Bank One in the Corporate Banking division, in which she spent nearly two decades successfully managing a team of commercial lenders, working in transactions across several industries, including technology, real estate, energy and corporate lending. In 2018, Ms. Harris joined the Advisory Council to The Elders, an organization founded by Nelson Mandela to bring together independent global leaders working together for peace and human rights. Ms. Harris received her B.B.A. degree from the University of Texas at Austin.
Alberto Pontonio, 53
Director
Mr. Pontonio has over 25 years of experience in the financial services industry in both the US and European markets. He has been serving as a director of Galileo Acquisition Corp., a special purpose acquisition company that is searching for an initial business combination, since October 2019. In January 2019, he joined Raymond James as a financial advisor, based in Miami. Prior to this, from 2015 to December 2018, he traded Equity Index futures. In 2009, he co-founded Censible, an automated investment platform that allows individual investors to align their investments with their personal interests and social values. Previously, Mr. Pontonio worked for Espirito Santo Investment Banking, was a Managing Director at Bear Stearns in London, and worked at Merrill Lynch, in New York and then in London, as a Director in the Institutional Equity department. Mr. Pontonio started his career in New York at Cowen & Co. He holds a B.A. in economics from the Catholic University in Milan, Italy.
Maurizio Angelone, 54
Director
Mr. Angelone has spent more than 20 years in senior executive roles. He has been serving as Vice President for Americas Region at HMD Global since December 2016, where he helped HMD establish its newly launched smartphone business unit in North America and Latin America. Prior to that, from January 2012 to November 2012, Mr. Angelone served as Vice President & General Manager for Europe Middle East & Africa Region at Motorola Corporate. He led Motorola’s Latin American division as Senior Vice President form September 2010 to December 2011 and Nokia’s Latin American division as Senior Vice President from June 2003 to June 2008, where he was responsible for managing the entire P&L for Latin America markets in the Caribbean, Central America, Mexico and South America. While at Nokia, Mr. Angelone served as Global Account Executive to manage one of Nokia’s largest customers, Telefónica S.A., which has extensive operations in Europe and Latin America and served as the Country Manager & General Manager for Nokia Italy from April 2000 to May 2003. Mr. Angelone served as Chief Executive Officer for My Screen Mobile Inc. (Pink Sheets: MYSL, Frankfurt: WICI), provider of a unique mobile advertising solution for mobile network operators, media companies and advertising partners globally, from April 2009 to September 2010. In 2014, he co-founded Imagination Unwired, a mobile communication and advertising company and currently a technology provider for various mobile network operators in the Latin America region. Mr. Angelone earned a bachelor’s degree in Electronic Engineering from Universita’ La Sapienza (Rome/Italy).
Edward Wilson, 63
Director
Mr. Wilson is a modern media executive who has been serving as the Executive Chairman and CEO of Dreamcatcher Media, LLC since January 2011. Dreamcatcher Media owns Dreamcatcher Broadcasting, a television group comprised of several stations: WNEP, an affiliate of ABC serving Wilkes Barre, PA; WTKR, a CBS affiliate serving Norfolk, VA; and previously WGNT, an affiliate of CW serving Norfolk, VA., which was sold to Nexstar Broadcasting in 2019. In March 2020, Mr. Wilson was named Executive Chairman of CoxReps and Gamut which is owned by the Apollo Investment Corp. Mr. Wilson has also been serving as an active partner at Whisper Advisors, a strategic advisory firm that counsels companies from early stage startups to established global firms in media, e-commerce, technology, and consumer products since 2017. Prior to that, from January 2014 to December 2018, Mr. Wilson was a partner at New Form Digital, a studio that develops and produces scripted content for global digital platforms and linear networks, and which was created in partnership with Brian Grazer, Ron Howard, Craig Jacobson, Jim Wiatt and Discovery Communications. New Form Digital was sold to Team Whistle in 2018 where Mr. Wilson serves as a Board Observer. He served as Executive Chairman of Timeline Labs, a big-data social intelligence network from 2011 to 2015) and successfully guided the company to an acquisition by SeaChange International, Inc. (NASDAQ: SEAC), a TV software-services company. Prior to these recent endeavors, Mr. Wilson was President of Tribune Broadcasting and Chief Revenue Officer of The Tribune Company from 2008 to 2011. Earlier in his career, Mr. Wilson held top-level executive roles with various media and entertainment companies, including as the President of FOX Television Network from 2004 to 2008, founder and President of NBC Enterprises from 2000 to 2004, and founder, President and Chief Operating Officer of CBS Enterprises from 1996 to 2000. Mr. Wilson received a Bachelor’s Degree in Business Administration and Finance from the University of Arkansas at Fayatteville. He currently serves as member of the Advisory Board at Walton Business School at The University of Arkansas. He also served on the Boards of the USO and San Diego Zoo; and as a member of the Board of Trustees for Southern Methodist University, the Executive Board of the Cox School of Business and Meadows School of the Arts at Southern Methodist University. He received a distinguished Alum recognition from the University of Arkansas and was inducted into the Arkansas Entertainment Hall of Fame.
Antonio Garza, 61
Director
Mr. Garza has served as Counsel in the Mexico City office of White & Case LLP since June of 2009 and previously as US Ambassador to Mexico from 2002 to 2009. Mr. Garza has acted as a director to both publicly traded and privately held companies in both the US and Mexico and is acknowledged as one of the top experts on U.S.-Mexico relations and the business and political environments of both nations. Garza holds a BBA degree from The University of Texas at Austin and a JD degree from Southern Methodist University School of Law. He is a member of the State Bar of Texas, the District of Columbia Bar and is admitted to practice before the United States Supreme Court. Mr. Garza is well-qualified to serve on our Board due to his extensive experience in cross-border corporate transactions. Mr. Garza has been serving as a member of the board of directors of Kansas City Southern (NYSE: KSU), a transportation holding company, and Chairman to its subsidiary, Kansas City Southern de Mexico, a rail-based transportation company, since May 2010. He has also been serving on the board of directors of MoneyGram (NYSE: MGI), a global money transfer company, since May 2012.